


If it Ain't Got That Swing...

by jenny_wren28



Category: Captain America (Movies), The Avengers (2012)
Genre: Action/Adventure, F/M, Romance
Language: English
Status: Completed
Published: 2012-12-12
Updated: 2013-01-04
Packaged: 2017-11-20 23:14:28
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 29,270
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/590763
Author URL: https://archiveofourown.org/users/jenny_wren28/pseuds/jenny_wren28
Summary: <blockquote class="userstuff">
              <p>Michelle's a Marine F-35 Joint Strike Fighter (JSF) pilot and Steve's the legendary Captain America. Throw in some swing dancing and the Avengers and we might just have a story. (Takes place during the film. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible).</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

**Chapter 1** :

As Michelle pulled the handle and felt the rocket fire off beneath her seat, she could only think,  _crap_   _not again_.

* * *

After the flight doc had checked her out Michelle stood at perfect attention in front of her commanding officer. Her CO had a sardonic, knowing look on his face as he let out a long sigh.

"At ease, Captain."

"Yes, Sir." The Marine parted her feet and rested her hands against the fabric of her green flight suit at the small of her back, but apart from that did not relax in the slightest.

He stared at her for a moment and then nodded his head giving her all the opening she needed to launch into her prepared speech.

"Sir, with all do respect I need to do everything possible to these planes before we can safely field them. There's no way we can properly put the JSF through its paces if we have to worry about getting Monday morning quarterbacked anytime we have the slightest mishap!"

The Air Force colonel raised a dark eyebrow. "I hope you don't consider the total loss of a well over a hundred million dollar aircraft to be a slight mishap, Sample."

"Sir, I—"

He raised a hand forestalling Michelle's further comments. She blew a frustrated puff of air at the strawberry blonde hair that had fallen loose from her bun and was straying into her line of sight.

"Relax, you're not in trouble. I brought you here to introduce you to an old friend of mine." Colonel Koia indicated someone behind her with his hand. Glancing back, Michelle realized there was someone else in the room.

Standing against the far left corner of the room dressed in simple black suit and sporting a leather eye-patch was a tall, dark-skinned man. He stood away from the wall and in one step was at her side with his right hand held out. She took it automatically and looked back at her CO, wordlessly asking him what was going on.

"Sample, this is Nick Fury, director of S.H.I.E.L.D." He fixed his gaze on the director. "Nick, this is Captain Michelle "Sample" Smith, one of the best test pilots I've ever had the pleasure to fly with."

Giving her hand a firm shake before releasing it, Fury moved to stand beside the seated Colonel. "I've heard a lot about you, Captain Smith, and I think you're just what S.H.I.E.L.D. needs."

Whatever high Michelle was feeling from the Colonel's praise faded. "I'm sorry what? I'm afraid I don't follow – what is S.H.I.E.L.D.? And you need me for what?" She crossed her arms under her breasts, confused; she'd come in expecting as ass-chewing and instead got praised. But now this...

"S.H.I.E.L.D. is Strategic Homeland Intervention, Enforcement, and Logistics Division—"

"Now that's just ridiculous—"

"And we're fielding our first squadron of Joint Strike Fighters—"

"But there aren't any squadrons of F-35s yet – they're still being built. I mean, except this squadron. But we're flying test models." Michelle looked to her CO for confirmation, but Colonel Koia just smiled.

If Director Fury was annoyed at her interruptions he didn't show it and kept right on talking. "There's one. S.H.I.E.L.D. has it and we need you to come out to our base to train our pilots."

Michelle let out a sigh of relief. That was no problem and traveling to new places was always fun, too. "Oh, okay, so you mean this would be TAD for me to train up an instructor of your own. Then I'll come back to the squadron." At their silence she shot a questioning look at her CO. "Right?"

He shook his head and held out a sheet of paper toward her. "I'm sorry, Sample, it's not temporary. Effective immediately you're attached to S.H.I.E.L.D."

Stunned, she grabbed the orders and scanned them looking for the city, so at least she'd know where she was headed for the next two to three years of her life. "All this has for a location is TBD. Where am I going?"

"Our aircraft carrier."

She groaned inwardly, she'd just come from the boat.  _So unfair!_  "And it's located where?" Perhaps its port would save this mess. She was fond of San Diego, after all.

"That's classified." Fury held up a hand forestalling her next question. "I know you have a TS/SCI, but you need higher clearance. I've already got one of my agents working on it."

Her fingers closed around the paper crumpling it, and she fought back angry words, forcing herself to be calm. All her plans - her career path, eventually leading to command of a squadron of her own - were washed away as she was transferred to a no-name squadron from some government alphabet agency she'd never heard of.

"Why me? I'm not nearly the most experienced JSF pilot. There's Lieutenant Colonel—"

"You're the one we want." The Director's voice spoke with finality and Michelle sent a pleading glance to her CO.

"I don't suppose I have any choice in any of this?"

Colonel Koia shook his head and stood up to shake her hand. "Sample, this is the United States military – have you ever had a  _real_  choice in your next duty station?" Giving her hand a quick pump, he smiled. "I recommended you for this assignment personally. I think you're perfect for it."

"Thank you, Sir." Swallowing hard she forced herself to accept what had just happened: that her test pilot tour, so sorely competed for, was being cut short by two years  _and_ she was being sent back out to the boat. She wondered if her monitor even knew. Maybe if she called him she could get different orders cut back to a fleet squadron and salvage the situation…

"If there's nothing else for me, gentlemen, it appears I need to pack."

"That won't be necessary." Fury sat on the edge of the desk. "I had your household goods packed up and put into long term storage while you were at the hospital getting cleared."

Suppressing a flash of irritation, Michelle opened and the closed her mouth unsure of how to respond.

Standing back up and holding out his hand again, Fury smiled. "Welcome to S.H.I.E.L.D., Captain. I think you'll find it a bit more exciting than being a test pilot."

Taking his hand, Michelle shook it firmly. "Hundred bucks says you're wrong."

* * *

**Author's Note:**

**This is my first return to FanFic since I started writing my own original stories in 2008, and let me tell you, it has been fun! Man, I've missed this.**

**I've had this Avengers fic rolling around in my head since May but have been ignoring it due to some submission deadlines I've got with my own stories. Fast forward to November, and I figured NaNoWriMo was the PERFECT time to finally get this story out of my head.**

**Many thanks to my Beta, My_Belle – you rock girl! This thing would be littered with typos if not for you.**

**Many thanks to _you_ , the reader, for giving this story a shot – I hope you enjoy it, and please don't hesitate to message me if you've got any questions or comments.**


	2. Chapter 2

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

**One Year Later**

Steve got up from his seat at the outdoor café and picked up his sketchbook in one hand and his pen in another. Eyes on Stark Tower, he stepped out onto the sidewalk and ran smack into another person.

"Oh, excuse me—"

"I'm so sorry—"

Reaching down to pick up their fallen belongings they bumped heads and he heard her laugh. Picking up a black canvas bag emblazoned with "The Beatles," Steve tried not to wince at the gross misspelling of the word. "I'm sorry, ma'am I think this is yours…"

His words faded as a heart faced, blonde haired woman dressed in a simple purple t-shirt and a type of jeans he'd learned were called "skinny." She definitely was that, but also had curves in all the right places – her clothes left nothing to the imagination.

That was still something he wasn't yet used to in this time. He knew that technically what she wore was completely modest and socially acceptable, but seeing a woman in jeans, especially jeans that tight… it was different, and he still felt turned around in his head.

"Hey thanks." She glanced at his sketchbook before handing it back. "Guess you were looking for Ironman too, eh?" She smiled and a part of Steve's mind – the tiny part that wasn't thinking about Peggy - registered that she was beautiful. It wasn't that she was drop dead gorgeous or anything – no, it was that she was genuine, sweet, and well, yeah, pretty. Her light blue eyes seemed to sparkle and a dimple formed in her left cheek while she grinned.

"I've always envied him and his ability to fly without a plane. Complete freedom you know?"

"Who?" Steve tried to retrace the threads of their conversation.

She cocked her head to the side and her dimple deepened. "Ironman. Where've you been for the past couple years; hiding under a rock?" She playfully punched his shoulder and Steve felt an electric jolt. She reminded him of Peggy. Not in looks or behavior, but more her self-assurance and bearing.

Fighting off a wave of homesickness for a time that was gone forever, Steve gave a wry smile. "Sometimes it feels like that."

They stood like that for a moment, just smiling at each other. Then, tucking his sketchbook under an arm, he shoved his hands in his trouser pockets and looked at the ground. He'd never been good with dames – women, he reminded himself, they don't call them dames anymore.

"Soooo," she finally said, breaking the silence, "A polite New Yorker… I didn't think those existed."

He glanced up in time to catch her wink and he chuckled. Her easy manner was completely disarming. He thought that given time perhaps he could talk to her. It was just with the war and everything, and well, Peggy, he hadn't had much practice talking to the fairer sex.

"You don't say much, do you?" She cocked her head to the side scrutinizing him. Her dimple reappeared at his answering smirk. "That's okay, I can talk enough for both of us. So you wanna get a coffee or something?" She pointed behind her. "There's a Starbucks back there. Well two actually, one across the street from the other, but one of them had no line whatsoever, which, as you know, is like a once in a lifetime sort of thing."

He stood there for a moment just staring. She'd said several words he'd recognized but still he had no idea what she was talking about. She'd turned around clearly expecting him to follow her and he didn't want to be rude, so…

She walked into the shop, which he belatedly realized was actually some sort of cafe devoted entirely to coffee and pastries. Turning to him, she asked, "So, what do you normally get?"

"Uh, ma'am I've never been here before, and it's okay, I don't need anything."

Her already large eyes widened. "You've never been to Starbucks?"

He shook his head, "No, ma'am. I don't really like coffee."

"Oh, well, you totally get points in my book for that. I love the way coffee smells, but I can't stand the taste." She turned to the man behind the counter and ordered "Two tall hot chocolates." Glancing over her shoulder she eyed his muscular frame from head to toe and Steve felt his cheeks burn at her attention. "With whole milk and whipped cream."

"Name please?"

"Michelle"

Michelle… Steve filed that away, embarrassed that he hadn't formally introduced himself yet and was only now learning her name. Things are just so different now.

"That'll be six oh seven."

Steve tried not to visibly choke at the price of hot chocolate as he reached for his wallet. Six dollars and seven cents? What was the world coming to? Michelle handed over a rectangular piece of plastic that Fury had called a "credit card" and Steve belatedly realized that she'd just paid for their drinks.

"Oh, no ma'am, I've got this."

She just waved a hand. "Don't worry about it. It's my treat. Besides I ran into you."

"Ma'am, I couldn't—"

"And please stop calling me ma'am." Sticking out her hand she said, "I'm Michelle."

Taking her hand he felt the same jolt of electricity as before, and one corner of his mouth pull up into a lopsided smile. Maybe this era wouldn't be so bad. "Pleased to meet you Michelle. I'm Steve."

**Notes for the Chapter:**

> Awww, thanks for the kudos y'all. :)
> 
> And as an FYI, this story is completely written - so no worries about abandonment here. :)


	3. Chapter 3

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

"So tell me about this guy you ran into yesterday." Caitlin put down the curling iron in the bedroom's vanity and pinned a blonde spiral up on Michelle's head. "I wish my hair would hold a curl."

"Who told you?" Michelle swiped on her red lipstick and felt her mouth quirk up into a smile as she thought about her encounter with the _nice_ New Yorker. _The very nice_ looking _New Yorker, more like_. Blonde hair, blue eyes, more muscles than an entire football team… "Swear to me you won't get a perm."

"Maggie. She said you said he was super sweet despite being a hottie. Rare combo these days." Caitlin plucked at her stick straight brown hair. "Ugh, _never._ I was old enough – barely – to remember the eighties."

"Whatever you do don't tell Betsy. Besides, it's not like we exchanged numbers or anything, so my chances of seeing him again are pretty slim." _Unfortunately. He really was sweet._ Michelle sprayed her 1940s styled coif liberally with Aquanet. "At least one good thing came out of the eighties." She patted top of the hairspray bottle. "Still nothing better out there for hold."

"Oh don't worry. I'm not telling Jan either, otherwise you'll never hear the end of it." Caitlin frowned, put her hair up in a decidedly non-forties era pony tail, and then stuck a large pink bedazzled flower in it. "Or she'll just bring up—"

"Don't you dare say his name!" Michelle tugged her green leaf print dress over her head, nearly tearing the delicate seventy-year-old fabric in the process.

Caitlin pushed Michelle's hands away gently and smoothed the dress down over her roommate's form. "Careful. This dress is older than your grandma." Then she leaned over and started fastening the hooks and eyes on the side of the dress. "Geez, when did they invent zippers?"

"Sometime in the teens I think, but they weren't common until like the 50s or something. Plus, World War Two did make metal scarce." Michelle took over fastening her dress and Caitlin pulled on her own pink, poofy, fifties era cocktail dress. She never was one for forties fashion and her dress would work for their foray into swing dancing tonight just fine, if not better. It certainly would spin and swoosh more.

"Shellie, it's been over a month."

"And?"

"And you still won't talk about it. Him." Caitlin turned and let Michelle zip her dress up.

Looking over her shorter friend's shoulder and meeting Caitlin's gaze in their shared bedroom's mirror Michelle forced herself not to frown. "Why should I talk about him? It's over. We're over. He's the past, I've moved on, and what I want to focus on is going out celebrating my promotion by dancing with my girlfriends." The frown snuck in despite her best efforts. "Is that too much to ask?"

Caitlin glanced over at her best friend and decided to let it go. Michelle would talk when she was ready. "No. No it's not."

Before either of them could say anything else the door burst open and Betsy stood there bedecked in a ravishing skintight "Stop Staring" red and black polka dot dress. "Are you two bitches done yet?" She gave her short black bob a sassy flip.

Jan's high-pitched voice called from the living room "We're not getting any younger here! My boobs will be sagged down to my knees by the time we leave."

"Real classy there, short stuff." Betsy called over her shoulder. "And that dress makes you look like a whore."

Jan's voice sing-songed her response, sweetly. "I got it from your closet."

Michelle and Caitlin exchanged a glance and burst out into giggles. Michelle decided for about the millionth time that she wouldn't change her friends for anything in the world. _Not even a hot blondie that's never been into a Starbucks. Also, why am I thinking of Steve? Again._ Pushing Steve from her mind and putting on a light coat, she grabbed her vintage silver clutch and headed toward the door. "Are we going dancing or not?"

* * *

Steve jammed his hands into his pockets and glanced around as he walked down 9th street. At night New York wasn't so different, it seemed. He almost felt like he could hear Benny Goodman's "Swingtime in the Rockies" wafting in the background. He knew he should just go back to his apartment, but for what? To sleep some more? He'd slept for three quarters of a century - sleeping was the last thing he wanted to do.

Besides, the second he closed his eyes they'd all be there, waiting for him. Peggy, Bucky, Dum Dum… all of them. He missed them so much. He missed everything they represented. A different time. His time. Home.

But mostly, he missed Peggy. He felt like they'd really had something there, a lot of untapped/untried potential. And now the chance was gone forever. Logically he knew everyone went through that. Everyone has failed relationships until they get in one that happens to succeed, so ultimately every relationship before the last one is a failure. He just hated that he didn't even have a chance to see if one with Peggy would succeed.

Steve stopped and leaned against the brick bank building behind him and sighed. It was pointless to say it wasn't fair. It was already done. He needed to move on.

But he didn't want to move on.

_Though Michelle was nice._

Why hadn't he thought to ask for her number? Then at least he'd have one friend in this day and age. Sighing again, he jammed his hands further into his pockets and then realized his toe was tapping to a live band somewhere in the vicinity playing Benny Goodman. He _hadn't_ been imagining the swing music in the background! Turning his head toward the sound, he saw it, a club down the street with a line of people outside waiting to get in. And they looked… normal.

Well, mostly.

Some looked like they were straight out of a Sears catalog and he instantly felt at home. Others looked like pictures of men and women he'd seen from the fifties and sixties. Still others had elements from all those decades, but also a modern twist and hard, raw edge. Bright hair, lips, tattoos (even on the women!), and large jewelry. More often than not these girls reminded him of a heavily made over pinup, and he belated felt himself blush at the thought.

_Well, they've all got good taste in music, that's for sure._

And with that, Steve crossed the street and got in line. He was a dead hoofer on the dance floor, but this was certainly worth checking out.

* * *

"So is that douchey guy still the CO of your squadron?" Maggie sipped her _Mon Dieu_ , one of the seasonal cocktails served at _Ella Lounge_.

"Yeah." Michelle rolled her eyes thinking about the S.H.I.E.L.D. agent Fury had appointed as the squadron CO a few months ago. "He's a tool that's for sure. I don't know how my boss doesn't see right through him. Still, at least as the OPSO I get to write the flight schedule." _Unless he comes in and changes everything to give himself more flight time even though he can't fly worth crap._

Maggie ran her fingers through her long dark hair and frowned. "I'm really sorry, that sucks. How can a guy like that get selected for command?"

Michelle shrugged, not willing to delve too much further. As far as her friends were concerned she was still flying in a regular old Marine squadron. Everything about S.H.I.E.L.D. was classified as far as she knew, and even Maggie, with her high clearance level for her job with NASA, couldn't be told – she didn't have a need to know.

Letting her gaze sweep the dance floor, Michelle only half listened to what Maggie was saying. So far Betsy, Jan, and Caitlin were all dancing, and Maggie was waiting for her husband to come back from the bar before they would likely take to the floor themselves. Michelle suppressed a sigh. _Breaking up with that jackass was the right thing to do._ Still… being alone was hard.

_I bet Steve's a nice dancer._ She immediately banished the thought from her last thing she needed right now was a guy in her life. _I should be focusing on my career, not mooning over a guy I barely know._ Though she could have sworn she'd felt something at least briefly while chatting with Steve. It was like magic. _Ugh, that's so stupid. It even sounds stupid in my head—_

"'Sup, Shellie?" Betsy slid into the booth next to her almost knocking her out the other side and Michelle realized that the band had switched from _Put a Lid On It_ to the much slower, and far more romantic, _Moonlight Serenade._ Maggie and Allen were dancing cheek to cheek, dressed to the nines in their rockabilly clothes. Caitlin was canoodling in another booth with Marlow as Jan slid into the booth on Michelle's other side and immediately downed the remains of Maggie's cocktail.

"WHEW! That was strong." Jan coughed.

"Hey, shorty, you don't need to steal Maggie's drinks. Michelle's paying for us all to get drunk tonight." Betsy daintily wrapped her cherry red lips around her straw and sipped. "Have I mentioned I love wet downs?"

They all laughed and Michelle waved at the server, asking for another round of cocktails for the group. The song ended and the band took a break. Their booth became more crowded as Maggie and Allen joined them. Michelle soon found herself regaling her friends with a story about getting mooned by a C-130 loadmaster while she was aerial refueling off the tanker, years back in Iraq. It was one of the few war stories she didn't mind sharing.

After a few minutes of laughing and chatting, a quick glance showed that Caitlin and Marlow would probably not be surfacing any time soon so raising glass, Michelle got the group's attention.

"If I may – I'd like to make a toast to the best friends a girl could ever ask for. Y'all, thanks so much for…" She trailed off as her eyes fixed on a familiar, tall, _hot_ , blonde at the door.

_Steve?_

Could it really be him? What were the chances? But there he was, dressed in nearly the same outfit he'd been wearing the day before – slacks, a simple button down, and a battered old leather jacket. The same wholesome look on his face, and the same draw Michelle had felt the previous day overwhelmed her. She wanted to talk to him again. And this time she'd get his number!

_Crap, he's leaving._

"Thanks so much for what?" Betsy waved a hand in front of Michelle's face. "Helloooo, Earth to Michelle? I'm not detecting any intelligent life here..."

"Excuse me." Trapped in the middle of the booth and worried that Steve would be gone before she got there, she slid under the table, crawled out in a decidedly unladylike fashion, and sprinted to the door as fast as her heels would allow.

* * *

"Look, I know I'm not a member or anything, but could I come in for a minute? I just want to take a look around." Steve peered around the bouncer trying to take in the elegant lounge before him. The music had stopped a few minutes before, but he could see that the band was coming back and getting ready to play another set. He desperately wanted to go in. It was the first familiar feeling place he'd found since he'd woken up.

"Sorry buddy. You don't gotta be a member at Ella's but we're full up tonight. You can maybe try back next Friday—"

"Steve?" A familiar face popped out from behind the bouncer.

"Michelle?"

The bouncer looked at the two of them and then fixed his gaze on Michelle. "You know this guy, Shellie?"

She patted his broad shoulder and smiled revealing her dimple. "Yeah, it's cool, Ernie. He's with me."

And with that the bouncer stepped aside and Steve had to force himself not to goggle at Michelle.

She was stunning.

She'd pinned her strawberry blonde hair up into a familiar style with a set of rolls atop her head and loose waves down to her shoulder. Her green patterned dress was simple with a brown tie belt that looked like something the girls back home wore.

_She looks like home. Bet she smells like home too. And now you're just being an idiot, Rogers._

He felt himself smile like a goof and took her offered hand.

"Do you dance, Steve?"

"Uh, I'm no ducky shincracker, that's for sure." At her confused look, he clarified, "I never did much dancing. At least not with dames – uh, women." At her answering smirk he hurried on, "Not that I dance with guys. You know what, I'll just be quiet now."

She laughed, deepening her adorable dimple. "Oh, Steve, you're a perfect fit for this place." Tugging his hand she pulled him into the lounge while the band played a swingin' song he didn't recognize. "Come on, it's easy. I'm sure you'll be great!"

Steve let himself be led onto the floor. He still owed Peggy one last dance, and since there was no way he'd be able to repay that debt now, well, he figured he may as well give Michelle her one dance. It was the least he could do right? After all she had bought him that ridiculously expensive hot chocolate.

_Besides, what's the harm in just one dance?_

**Notes for the Chapter:**

> Thanks for all the kudos, everyone!
> 
> BTW, we should pick up the events of the Avengers film at the tail end of Chapter 5.


	4. Chapter 4

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

**Chapter 4:**

Michelle was decidedly ignoring Betsy and Jan's suggestive miming actions from the booth and instead focused on Steve's feet as she talked him through the basic steps of the Lindy Hop.

"So your feet go step, step, triple step, step, step, triple step. Got that?" Michelle met his gaze with a smile.

"Copy."

Except he didn't move.

_Huh, maybe he's shy? Nervous? Really doesn't know how to dance?_

Turning her back to him, she stood in front of Steve and pointed at her feet. "Left, right, left right left. Then right, left, right left right. Clearer?"

"Yes, ma'am."

"I thought I told you not to call me that." Laughing, Michelle turned around and took his hand in hers. She felt a jolt of electricity when she touched him and it was not static shock.

"I'm sorry but you exude a command presence. What can I say? I feel like I ought to call you ma'am, Ma'am." He winked, and Michelle laughed again.

"Ready to give this a try?"

"Yes, Ma… Michelle."

She smiled at hearing him say her name and stepped closer for their dance. But before they could start, the faster song ended and the band began a slow song, Benny Goodman's "Goodnight My Love", one of Michelle's favorites. Steve made as if to leave the dance floor, but she held on to him.

"Hang on. This'll be easier than the Lindy."

"If you say so." Placing a tentative hand on her waist, Steve seemed at a loss as to what to do next.

_That or he doesn't want to dance with me, because…_

"Do you have a girlfriend?"

"What? Oh, no." His eyes shifted nervously to the side.

"Boyfriend?"

His eyes widened. "Uh, No. Definitely not." At her raised eyebrows he continued. "Not that there's anything wrong with being funny like that. It's just… no."

"Uh-huh."

He started leading them awkwardly around the dance floor and Michelle realized that maybe he really was just an inexperienced dancer.  _Though as sweet as he is, looking like he does, I don't know how that's possible._

"Well I did have…" Steve trailed off, searching for words. "There was this one dame – uh, woman. Peggy."

Michelle didn't say anything, just followed his lead on the floor and let him talk.

"She wasn't my girl or anything. But I thought she might be." His eyes lost focus, and he seemed to be caught up in memories.

"So what happened?"

"The war. I always figured that maybe after… But I guess too much time passed. She's not… she's not available anymore."

 _Ah, just as I thought. Military. My money's on army._ Michelle nodded her head in understanding. "Yeah, I've been there, too. Two tours in Iraq, and one in Afghanistan. Lost more than one boyfriend over it. They never could wait. And I'm sorry. It's never easy, and it hardly seems fair."

He gave her a wry smile, "Thanks."

They finished their dance in companionable silence and when the music ended Michelle took him by the hand and gently pulled. "Come on, I want you to meet my friends." She didn't relinquish his hand as he followed, and since he didn't seem to mind she was going to enjoy it while she could.

_So, no girlfriend, good. Recent-ish break up or something like it, bad. Not sure if he's ready to move on yet. Plus, I just promised myself I'd focus on my career. So maybe just friends. And dancing. Yeah, friends and dancing._

"Who's the arm candy?" Jan asked as soon as they were within shouting distance of their booth.

"Hey all, this is Steve." Michelle stopped in front of their table and nodded at each of her friends in turn. "Maggie and Allen are physicists and have been married for like forever. Oh, and they're amazing swing dancers too."

The couple raised their glasses toward Steve, who smiled and nodded in return.

"Jan is a middle school history teacher who's a killer blocker on her roller derby team."

Jan threw a set of horns, licked her lips suggestively, and said, "You can call me by my derby name, MissionMary Position, sweet thing."

Steve's eyebrows shot up to his hairline as Betsy and Jan high-fived.

"And last but not least—"

"Hi, I'm Betsy," she leaned over the table, displaying her ample cleavage to maximum effect. "But I'd rather be all over your gorgeousness." She winked and Steve blushed. He actually blushed!

"Oh don't mind Betsy, she's always horny." Jan said.

"Bitch, you don't know me."

Jan waggled her eyebrows and eyed Betsy sidelong. "Oh don't I?"

Steve's blush deepened as he took in her meaning, and Betsy and Jan collapsed into giggles.

"Just ignore them. They're lunatics who have absolutely no mouth filter and love to get a rise out of people—"

"Yeah, I'd like to get a rise out of him." Betsy blew a kiss at Steve.

"—but I love them anyway." Michelle scanned the room. "I guess Caitlin's still gone. She and Marlow must really be hitting it off well tonight…"

"Pardon?"

Maggie waved her hand at Steve's confused look. "Don't worry about it. We're all lunatics! Here, have a drink."

"It's okay, ma'am—"

"Oh please, I insist. It's Shellie's wet down. Take advantage of the free booze. Well, free for us – Shellie's paying." Maggie winked and clinked glasses with Allen.

"Wait, what?" Steve looked at Michelle, a question in his eyes.

"It's true. I was promoted to Major today."

The words were hardly out of her mouth when Steve relinquished her hand, snapped to attention and saluted.

"At ease, soldier." Michelle laughed as she handed him a drink.  _Definitely Army._

"How do you know he's a soldier?" Jan asked while slurping her cosmo noisily.

"No Marine would have saluted uncovered, much less indoors and in civvies. An airman or a sailor would never have bothered. So that leaves army." She shifted her look to Steve. "Am I right?"

"Yes ma'am!"

That brought another round of laughs from the table, and Steve seemed to relax a bit.

"So Shellie was just going to tell us how much she loves us, followed by the story of how she got her callsign since Jan hasn't heard it yet, and Shellie likes to pretend she's not embarrassed by it." Maggie took another sip of her cocktail and everyone else at the table nodded their head in agreement.

"Because I'm not!" Michelle swirled the olives in her drink and mumbled, "Coulda happened to anyone."

"Callsign?" Steve still hadn't touched his drink, and Michelle filed that info for later.  _Maybe he doesn't drink?_

"Yeah, you know, like Goose or Maverick from  _Top Gun_?" Maggie said with a slighty amused look on her face.

"Wait… you're a pilot?" Steve didn't seem to register or recognize  _Top Gun_ , but still clearly knew what a callsign was.

"Yup. Been flying for about ten years now."

"I didn't realize they let..." At Michelle's upraised eyebrows Steve shifted gears. "So what's your callsign?"

"Sample." She sipped her drink and smiled. "I was on my first night FAM in flight school. We stopped for gas and pizza in Mobile, and afterwards we went out to preflight the tee thirty-four; those are the planes we trained on. They looked like old World War Two planes with a glass bubble cockpit and a pilot in the front and another in the back seat, if you know what I'm talking about."

"I think I can picture it." Steve smiled and he looked almost wistful.

"Well I was preflighting the front, Capt Ward was preflighting the back, and then we switched and went over what the other pilot had preflighted. Me, so I could learn; my instructor, to make sure I didn't miss anything and kill us. Because that's the most important lesson instructors learn in flight school – always assume your student is trying to kill you."

Steve nodded sagely, then chuckled, and Michelle found herself laughing along with him, wishing that maybe they were still holding hands. Much as she didn't want to admit it, she was definitely crushing on him. Or at least starting to. In addition to everything else, he was supremely easy to talk to and she felt like she could trust him.

_Though I felt like I could trust Zeke too._

"So, what happened next?" Steve prodded, and Michelle was called back to her story.

"Oh, right. So I found a puddle of fluid under the plane and I couldn't tell what it was in the light from my flashlight _._ Well, instructors often purposely make something wrong, something minor and easily fixed – like a switch in the wrong position - in order to see if the student notices. I didn't know what that puddle was, but I was worried it could be a fuel leak or something, but it could just as easily been water that my instructor poured there to see if I noticed."

Steve suppressed another smile. "I think I see where this is going."

"So I stuck my finger in it and then tasted it to see what it was just as Capt Ward came around the wing and saw what I was doing. He started laughing so hard tears streamed from his eyes. 'You just took a sample of my piss, Sample!' And the name has stuck to this day, as you can see." She curtseyed and then took a long swallow of her drink.

Steve tried to say that was horrible, but was laughing along with the rest of the table who, Michelle just realized, she'd kind of forgotten were there. Betsy gave her a knowing wink and Michelle blushed. Yeah, she'd catch hell for that later.

Jan opened her mouth to make what was certainly an offensive, suggestive quip, but instead her face clouded. "Ah, hell." She looked pointedly behind Michelle.

Michelle glanced over her shoulder, but already knew who she'd see coming through the door dressed to the nines in a zoot suit, fedora, and with his new Cuban girlfriend hanging off his arm.

Zeke.

**Notes for the Chapter:**

> Well, I know some people like to update once a week... hope y'all are fine with a new chapter nearly every day. 
> 
> BTW, Ella lounge IS a real place to go swing dancing in NYC - at least it was prior to Sandy coming through. I really hope it still is.
> 
> Thanks for the kudos, y'all!


	5. Chapter 5

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Steve followed Michelle's gaze and saw who was bringing the group so much consternation. A man strolled in the room with a buxom gal in a slinky black dress who looked dark-skinned to his eyes. The man was tall, though not as tall as Steve (in all fairness, after the formula, few men were), and wore a bright blue killer diller zoot suit with matching blue and white French shoes. After removing his full fedora with a long blue feather, Steve could see he had dark black hair slicked up in a style he'd heard called a "fo-hawk." It looked absolutely ridiculous on him and ruined the look of his suit.

"Ugh, he puts the douche in douchebag that's for sure." Jan pulled out a cigarette, then seeming to remember herself, put it back in her bag.

Unfamiliar with the term, Steve looked at Michelle's African-American friend (one of the first things he'd learned since waking up was that the terms "colored" and "negro" were considered pejorative now). "Excuse me?"

Michelle quickly quieted Jan with a wave of her hand. "Look it doesn't matter, he was a jerk, we broke up." Then she glanced back over her shoulder and frown lines creased her brow. Steve found he wanted to soothe them away.

"It's just frustrating because Ella Lounge is my place – well, our place," Michelle glanced at her friends, "and he knows it. He could easily go to Swing 46 or Sofia's."

"Like I said, he puts the douche in douchebag." Jan downed her drink in one gulp and climbed over Betsy to get out of the booth. "Gotta tinkle."

Steve looked at Michelle. "I hesitate to ask, but what exactly is a douchebag?"

Betsy snorted into her drink and Maggie and Allen took that as their cue to get up and go dance. Michelle's dimple was back, much to Steve's delight. If he could keep that dimple there by saying something silly he'd make a fool of himself all night long.

"It's a… well, technically it's a feminine hygiene product." Michelle sipped her cocktail, still smiling.

Steve felt his face flush; this was definitely not territory he was comfortable with. "Again, I hesitate to ask, but what did he do to you?" He eyed Zeke, instantly disliking him. He had to be a huge fathead to let a swell gal like Michelle go. That or done something really awful to get a nickname like "douchebag."

Waving a hand Michelle slid into the newly vacated booth. Now that everyone had left there was room for them to sit down. "Oh nothing. Look, it's fine, I promise." She patted the seat next to her, and Steve moved to sit beside her without trying to come across as  _too_  much of an eager beaver. "We just weren't a good fit. He wanted to move in together and I didn't."

Steve froze, backside hovering over the bench. "He  _what?_ " Steve glared daggers at Zeke while he slowly lowered himself to sitting. He tried to make Michelle move in with him like a common share crop!

Michelle shrugged. "Wanted to move in together. I just wasn't ready."

"What she means is, she wouldn't blow him."

"Betsy!" Michelle's face turned beet red and she avoided Steve's gaze.

Steve, meanwhile was trying to process if what Betsy had just said meant what he thought it meant. Based on Michelle's reaction, it did. He kept his mouth shut – he didn't know Michelle's friends, heck, he barely knew Michelle. But the way they spoke and dressed… well, he was not going to pass judgment but it certainly was different. Shocking, truth be told. And it seemed Betsy was not done yet.

"What! I'm just sayin' you shoulda blown him! Then maybe you'd have a good memory of that asshole." She gave Michelle an unapologetic look. "Or maybe that's the tequila talking. I woulda blown him."

"You would blow anyone." Michelle smiled wanly.

"True!" Betsy downed her drink in one swallow. "And here comes tall dark and anyone now. Later kids, don't wait up." She waggled her fingers at them, and intercepted a seemingly unattached African-American man that had entered the lounge.

Steve and Michelle sat in an awkward silence for a few moments before an unladylike snort escaped Michelle's mouth as she tried to suppress a chuckle. Steve joined her for a quick laugh before asking, "Is she always like that?"

"No." She stirred the olives in her drink. "And yes. And I love her for it." She shrugged. "We all do. Plus she's just had a rough week. She just found out the guy she's been dating has a girlfriend."

"Oh…"

"Yup."

They sat silently for a few minutes longer, and Steve desperately wanted to ask her to dance again but was unsure of how to go about it.  _Just do it, Rogers. What's the worst she can say? No? She wanted to dance with you before…_

"Ma'am?"

"Stop that, Steve." She gave him a teasingly stern look.

"But you're a major."

"So?" With her teeth, she pulled an olive off her toothpick and chewed.

Steve gulped, trying not to stare at her lips.  _Focus, Rogers. You've faced down Nazis for goodness sakes!_ "I'm a captain," he blurted.

"Ahh. I was wondering when we'd get to that." She rested her chin on her hand. "How long have you been a captain?"

"A long time."  _About seventy years, give or take._

"Well I'm a boot Major, and our friendship existed before I got promoted—"

"By one day…"  _Shut up, Rogers! Why are you trying to find reasons for her to not want to be around you?_

"—so it's totally kosher." She smiled demurely up at him, and Steve had the sudden urge to kiss her cherry red lips.  _Whoa, where did that come from?_

"Unless you don't want to be friends…"

"What? No! I do, it's just that…" How to explain to her that he wanted to perhaps be more than friends? Maybe? He was still trying to sort his own mind out on, well, everything. And how could he explain that he didn't know what he was doing? That he'd never taken a girl out before. That the world was different now from what he was familiar with. That before the war no dame would give him the time of day, and after Professor Erskine's formula he simply had been too busy fighting in the war.  _She'll think I'm a chump who doesn't know anything – and she'll be right!_

"Just that what?" She gazed at him with her soft blue eyes and he swallowed.

"Just that I'm not real good at talking to women."

"You don't say?" She laughed lightly, and he felt his anxiety melt away. "So, friends?"

"Yes, Michelle." He held out his hand, grateful for another reason to take it again. "Friends."

She took it and held tightly, not shaking, just holding it. "My friends call me Shellie."

He smiled. "I noticed, Shellie."

It was then that he realized just how close they were sitting. That her face was really only a few inches away from his. That if he just leaned in a bit, and if she leaned up…

She bit her lower lip and continued to hold his gaze. But she didn't move in closer.

This was torture! Did she want him to kiss her? He realized then that he definitelywanted to kiss her.

_But won't that be too soon? We haven't even been on a real date yet! Plus I hardly know her. What kind of putz takes advantage of a gal he maybe likes before they even go on a coupla dates?_

He placed his free arm on the booth behind her and saw the corner of her mouth quirk up in a smirk. Her eyes flashed and she leaned up toward him. That was signal enough for Steve – he firmly shut out his inner voice and focused on the one thing that felt normal in this crazy new world.

The girl who reminded him of home.

Leaning in a bit further he closed his eyes, inhaling her sweet perfume (she smelled like peaches). He was just a hairsbreadth away from her lips when she suddenly pulled away at the sound of a loud blast of music coming from her purse.

* * *

_"Hello hello! I don't know why you say goodbye, I say hello."_

Swearing under her breath, Michelle jerked her clutch open and fished inside for her phone.

Steve had pulled back and was currently avoiding her gaze, focusing instead on chugging a large glass of water.

_Yeah, I need to cool down too buddy. After I kill whoever is calling me! Why didn't I turn that damn ringer off?_

_"Hello hello, I don't know—"_

"Hello?" Michelle tried not to yell into the phone, but one glance at Steve let her know that their moment, whatever it had been, was over.  _More's the pity._

"Major Smith, we need you to come in."

"Coulson?"

"Yes, Major."

"Aw, come on, dude, you know I'm on leave." She glanced at Steve. Maybe this night could still be salvaged. Maybe he was just shy and needed to go on a few dates. He did strike her as old-fashioned and she was beginning to think that was just what she needed.

"This takes precedence. We need you to come in."

"No." She would not let by the book Agent Coulson talk her into coming in. As far as S.H.E.I.L.D. agents went he was on the decidedly  _not_  douchey side of the scale, but that didn't mean she was willing to come in off leave early just because he'd gotten his tie in a knot over something or other. Still, it was odd that he'd called her, and not her CO.

_Probably because Agent Harper knows I wouldn't have answered if he'd called._

"What?"

"No! I'm on friggin' leave, dude. I  _never_ go on leave. This time I'm putting my foot down—"

"This is a level seven."

Michelle immediately felt the rising anger melt away. "Wait, so you mean…"

"Yes, as of about five minutes ago, we are at war."

Well that settled it. She was a Marine first and foremost and she had a job to do. "I'll be right in."

"We've sent a quinjet to pick you up. It'll be there in an hour."

"Copy." Ending the call, Michelle turned to Steve, and sighed. "Steve, I'm sorry, I've—"

"Got to go. Duty calls." He gave a half-smile. "Trust me, I understand."

"Yeah." Michelle picked up her clutch and stood, letting Steve help her into her coat. "I guess you would."

"I'll walk you out and hail you a cab, if that's okay."

"Sure, that'd be great, thanks." Michelle tried not to think about the warmth of his hand on the small of her back as he led her outside.  _I definitely can't entertain any romantic notions right now. Not with a level seven going on._

Her stomach clenched as she got inside the cab. Her friends knew absolutely nothing. Hell, she knew nothing except that to cause a level seven whatever it was had to be bad. Real bad. She'd text her friends telling them she had to go to work and for them to keep an eye on the news for the next few days and get out of New York if needed. New York was always a prime target for just about any sort of attack, it seemed.

Before he could close the door she rested her hand on his arm. "Steve?"

"Yes?" He looked down at her, gaze somber, somehow picking up on her mood.

"I can't talk about what's going on but, just… well, just keep your head down, 'kay?"

He raised an eyebrow and she quirked her lips into a half smile. "Or get your butt down to your unit. I'm betting you'll get a similar call soon enough."

Steve grinned broadly and snapped a salute. "Yes, ma'am!"

* * *

Steve's smile melted from his face and he slowly lowered his hand as he watched the cab pull away. He didn't know what was going on, but based on Michelle's reaction it was big. He had sneaking suspicion that Director Fury would be popping by for a visit soon.

He wasn't sure how he felt about that, if he was ready yet to get back into the swing of things. Still, if Michelle could hurl herself into harm's way he could certainly pick up his shield again if duty called.

Sighing, he turned on his heel and started walking. His gym was only a few blocks from here and he felt the need to punch a few bags.

**Notes for the Chapter:**

> And now we enter into the Avengers film portion of the story...
> 
> Thanks again for the kudos! I'm glad y'all are enjoying the story so far.


	6. Chapter 6

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Steve looked around the helicarrier in amazement, and had a sneaking suspicion that he was going to owe Director Fury ten bucks once he and Doctor Banner made it to the command bridge.

_A flying aircraft carrier – who'd've thunk it? I bet Shellie would like this, especially as she's a pilot._

Which, of course, immediately brought the strong, intelligent, and pretty Marine to mind.  _She sure was swell. But what was I thinking trying to kiss her? I barely know her! And I'm not in any position to go doll dizzy right now – I need to figure out… well, everything. I need to figure out everything._

He'd spent the remainder of the night following his dance with Michelle, and then their  _almost_  kiss, destroying bag after bag in the gym. First he was working out the natural frustration that comes from when a doll riles a guy up like that (it was either the bag or a cold shower), but then it became a way to vent all his frustration.

Frustration at having his life, and everything he knew, torn away.

Frustration at being forced to adapt to a time and place he didn't understand, filled with selfish, ungrateful people whodon't know how good they have it.

Frustration at not feeling more grateful over the fact that he'd actually  _lived_  through that crash.

Frustration that—

"Oh, excuse me—"

"I'm so sorry—"

As had happened the last time he wasn't looking where he was going, he ran smack into another person.  _I really need to stop doing that._ Reaching down to pick up a fallen tablet, Steve froze and looked up when the sound and tenor of her voice sunk in.

"Shellie?"

"Steve?" She had just as surprised a look on her face as he was certain he did.

Michelle was dressed in a green jump suit with all sorts of zippered pockets and a black rectangular patch over her left breast pocket with a set of gold wings and "Major M. Smith, USMC" embossed on it.

_A flight uniform of some type? She did say she was a pilot…_

"Holy crap, Steve, it really  _is_ you!" Throwing herself at him, Michelle engulfed Steve in a tight hug that he awkwardly returned after an encouraging motion from Doctor Banner. Michelle pulled away far too soon and Steve wished he'd hugged her back properly. But hugs in public, well, hugs in general, were just not something he was used to.

"Uh, yeah, it really is me. And once again, I think this is yours." He handed over an electronic tablet thing with a chuckle, and she smiled, bringing out her dimple.

"I swear we need to stop meeting like this." Michelle winked. "I don't think our stuff can handle it."

"Well I don't know it's not so bad. Though maybe one of these days we should meet on purpose?" Steve swallowed hard realizing what he'd just said, and quickly rushed on before she could answer. "So what are you doing here? I mean, what do you do here?"

"Oh… uh," Michelle seemed thrown off by his rapid subject change but quickly recovered. "I'm the Operations Officer for the JSF squadron here. Basically I'm third in command of the squadron and I write the flight schedule. Who'd you piss off?"

"Excuse me?" Steve glanced at Doctor Banner who just shrugged.

"I mean, how else would you get assigned to S.H.I.E.L.D.?" She grinned and he realized she was just teasing. "But seriously, what are the chances? I mean, if I'd known, I'd have given you a lift. I guess you got called in right after me?"

"Something like that, yeah."

"Well, it's nice to have at least one friend I can be honest with when it comes to my job." She patted him on the shoulder and then seemed to notice her watch. "Holy crap I gotta run; I'm late for my pre-flight brief!"

She glanced around to get her bearings, ran a few steps and then turned around. "It was nice to see you again, Steve. Let's catch up later!"

Steve waved. "Yes, ma'am!"

She ran a few more steps then turned around again. "Oh, and I'm sorry for not introducing myself to your friend. Hi, Steve's friend. Nice to meet you!"

Doctor Banner chuckled and waved. "I'm Bruce. Nice to meet you too!"

Michelle's smile broadened as she waved back, turned around once more, and almost ran into a S.H.I.E.L.D. agent. "Oh, sorry, Sitwell." And then she was gone.

"Who was that?" Bruce glanced at Steve out of the corner of his eye.

"Michelle. A friend of mine." It felt nice to say that. To say he had a friend.

"Just a friend, eh?"

"Roger Dodger." For now. Given time, who knew? Especially as she was stationed on the helicarrier too. Like Michelle said, what were the chances, really?

"Uh-huh." Bruce raised an eyebrow. "That why you got that goofy look on your face? Why you're still staring down an empty hallway?"

That snapped Steve out of his thoughts and he turned to Doctor Banner.

"I do not have a goofy look on my face."

"Wait… are you blushing? Oh Cap…" Bruce clapped a hand on Steve's shoulder and laughed as they headed toward the command deck. "I think I like you."

* * *

Michelle reached over and switched the autopilot on before leaning back in her seat and enjoying the view of the ocean meeting the sky before her. For some odd reason Fury was having them fly escort missions for the helicarrier - like he was worried about someone or something on board. But the missions were simple enough, so George could handle the flying while she monitored the instruments and made sure Lead followed the proper course.

"You're nothing like what I hear Stark's Jarvis is like, but you've been around for a lot longer, and you do just fine." Michelle patted the autopilot - nicknamed George by tens of thousands of pilots of different aircraft platforms over the decades - then her mind fixed on the real topic at hand.

_Steve._

She still couldn't wrap her mind around it. He was  _here!_  After their aborted kiss the night prior and the fact that she ran out of Ella's without getting his number (or vice versa) she'd thought that it was probably for the best. After her last relationship she was wary to jump into another one, and Steve didn't strike her as the "casual dating" type. So was the fact that he was here some sort of sign that she should go ahead and give things with him a shot?

Even better, since he was clearly affiliated with S.H.I.E.L.D. in some way she wouldn't have to be cagey with him about her job! That was definitely one of the many nails in the coffin that lead to the demise of her relationship with Zeke. Well, that and a certain Cuban girl.

Bleh, back to Steve. A much nicer subject!

Aside from enjoying what little time she'd been able to spend with Steve over the previous days, she found she was definitely looking forward to getting to know him during their time here - that is, if the ops tempo allowed for it. It was as if fate had decided to smile on-

"So I'm gettin' it on with this hottie last night—"

"Lead, I really don't think-"

"—and just as things are getting really good, Hill calls."

"Sir, this is the squadron freq. It's meant for official business." Michelle unkeyed the mic and sighed. No, clearly fate hated her.  _Why else would I be stuck flying this mission with my completely inept CO?_

Oblivious to the fact that she had no desire to hear about his latest sexual conquest, Agent Harper pressed on. "Well I was  _officially_  getting busy. But back to Hill. I mean, seriously it's like the woman has some sort of sixth sense for when I'm about to score."

_That shouldn't be too hard, since it seems you're with a new woman every chance you get._  Michelle mimed barfing into a puke bag, if only for her own amusement.

"So, anyway, now that that's settled I need you to put me on tomorrow's mid-flight."

"Wait, what?" She realized she'd missed something he'd said, but it didn't matter, the flight schedule was already written. He'd even signed it for goodness sakes! "I've already got that scheduled - I'm giving Colón a checkflight then. Speaking of, it's time for your annual checkflight, Sir."

"No, it's not. I had my checkflight last week."

Michelle was puzzled. She'd been on leave last week and she was the only instructor in the squadron, therefore the only person that could give anyone, including the CO, a checkflight. "Lead, who gave you this checkflight?"

"I gave it to myself"

Keying the mic, Michelle paused, her response dying on her lips as she struggled to digest what he'd just said. "Wait, you... What? You gave yourself a checkflight?"

"Roger."

"So did you or didn't you?"

"Yes, I said roger! Yes, I did."

"Lead, 'roger' doesn't mean 'yes,' it means that you've heard all of my transmission, which is entirely beside the point since you can't give yourself a checkflight."

"Well, I can, and I did."

Michelle unkeyed the mic and let out a loud groan of frustration inside her oxygen mask before taking a deep breath. Calm once more, she keyed the mic. "Sir, no, you can't. I can't even give  _myself_ a checkflight, and I'm the N I for goodness sakes! I've got to have the N E give it to me when he visits next month."

"Blah blah blah, words words words. Whatever. I put my paperwork on your desk. I expect you'll have it signed and returned to my office first thing."

"With all due respect, Sir, that wouldn't be ethical or safe."  _Especially with you flying_ , Michelle thought.

Lead's plane suddenly filled up Michelle's view screen and her hands flew across the controls as she disconnected George and dove to avoid a collision.  _What the hell_? Had he purposely pulled power so that her rate of closure nearly caused a mishap? Or was he just that clueless of a pilot?

"I didn't ask you for your opinion, Sample. I told you to sign my paperwork and leave it in my office. Understood?"

"Roger."

"Great, thanks. It's good to have that settled."

They finished the rest of the flight in silence.

* * *

After landing her CO had, of course, left the post flight paper work to Michelle to fill out while he went to get some food. She finished it in a hurry, dashed off to "Flight E" to drop off her g-suit and helmet, and then jogged to the chowhall before they closed.

She managed to get in just before they shut down the grill and loaded her plate up with a grilled cheese sandwich, fries, and as a concession to attempt to be healthy, an apple from the salad bar. Stopping at the soda mess, she filled her cup with lemonade, and then nearly ended up wearing it when she spun around and ran right into, of all people, Steve.

"Whoa there." Steve steadied Michelle's tray with one hand and her drink with the other, all while managing to keep his own glass of milk upright as well.

_Of course he drinks milk._

"I think the food works better if it goes inside your body, rather than all over it." Steve's smile faded as he took in Michelle's expression. "Are you okay?"

"Sure, I'm fine. Everything's fan-friggin'-tastic." She gave him a tight smile.

Placing his milk and her lemonade on the tray, he took it from her hands and led her over to a table, his table, Michelle realized as he sat across from her with his half finished meal before him.

"What happened?"

"Oh, nothing much. My CO regaled me with yet another completely inappropriate story about a hook up with a girl - a story that would even put Betsy's lack of mouth filter to shame." She picked up a fry, coated it liberally with mustard, and popped it in her mouth. "Then, to really cap my day, he wants me to lie about his flight check and essentially commit fraud. Because, you know, I totally don't mind putting my own career at risk, on top of doing something ethically wrong and unsafe. But whatever." She took a large, angry bite out of her sandwich and chewed.

"That sounds, terrible! Why don't you report him to Director Fury?"

"It's not that easy," she said around a mouthful of cheese.

"What's not that easy?" A familiar voice asked from behind her. Turning around, Michelle locked eyes with Agent Coulson, bedecked in a charcoal suit, thinning hair, and a tray full of food.

"Michelle was just saying that her CO—" Steve grunted and then shot Michelle a surprised look as she kicked him under the table. Coulson seemed not to notice and sat down next to Steve.

"Flying a perfect split-S in a JSF. Sometimes the back fishtails on you." Michelle trailed off once it was clear that Coulson had been diverted. She knew she had to report her CO, but she wanted to do it the right way, through her XO first, and that was only if it came right down to it. She wanted to give her CO one more chance to let her give him a real checkflight before she ruined his career over this.

"So, you two know each other?" Coulson speared a forkful of salad and popped it into his mouth, trying to look nonchalant, but clearly trying to pry again.

_Friggin' spies! Fine, if he wants to be nosy I'll give him a whole lotta B.S. to have to sift through. Plus it serves him right for missing my wet down._

"Oh sure." Michelle swallowed another fry. "Steve and I go waaaay back. Been friends for, ouch!"

Steve kicked her under the table and widened his blue eyes.

"Uh-huh." The disbelief dripped from Coulson's voice as he gave Steve a sideling look. Steve simply shrugged and took another bite of his burger, yet he wouldn't meet Michelle's gaze. It felt like there was some sort of inside joke she wasn't privy too.

_Friggin' spies! Wait a sec, is that what Steve does? How do I not know what he does for the army yet? Could he be a spy?_

"Well, sometimes it feels like we've been friends for ages. I mean, I don't invite just anyone to my wet downs!" She gave Steve a wink and he chuckled. "And unlike you, Steve actually showed up."

Agent Coulson stopped eating and looked at her over the brim of his water before he took a drink. "Major Smith, how long have you been a part of S.H.I.E.L.D.?"

"I am not a part of S.H.I.E.L.D.. I am a Marine first and foremost, Coulson. You should know that."

Setting down his drink, Coulson held up his arms to acquiesce. "My mistake. I meant when did you first lend your skills to our team?"

"Last year, right after the hammer episode." Michelle finished the last bite of her sandwich and took a long swallow of her tart lemonade.

"Hammer episode?" Steve look confused. Again.

"I'll brief you on it later, Captain Rogers."

_Huh, Rogers. Captain Rogers... why does that sound familiar? Well, at least now I have a last name._

Agent Coulson turned his attention back to Michelle. "And in all that time have I ever attended any of your social events?"

"No." She tried not to let her disappointment show, but it must have because Coulson leaned toward her, an apologetic look on his normally placid face.

"It's not that I don't like you, and don't want to socially interact with you - you strike me as a very nice, competent, young officer—"

"—I'm thirty."

"—Young officer, but S.H.I.E.L.D. keeps me very busy because—"

"—Because the world's always about to end. Yeah, dude, I know. It would just be nice if you could come hang out with us at least once." Michelle sometimes wondered why she'd even bothered, but Coulson was a friend. Kind of. Well for her part he was. She never could tell with him, he played it so cool all the time. "Plus I think you and my friend Betsy would have a great tome together. I think she'd blow your mind."

Steve snorted into his milk and Coulson cracked a very slight smile. "I'm certain she would. But there is this cellist..."

"So bring her."

"She lives in Seattle"

"Hello, pilot." Michelle pointed at herself.

Steve wiped his mouth with his napkin and eyed Coulson. "Face it, Agent Coulson, I think she's got you beat. Once we find the—ouch!"

Coulson gave Steve a sharp look and then smiled, actually smiled, at Michelle. "Major Smith—"

"How many times have I told you to call me Sample?"

"...Sample, I promise that I will attend your next social function. How's that?"

"Great! I'm holding you to it." She leaned forward. "Now, why did you kick Steve? What are you looking for? Does it have anything to do with the base that just got blown up?"

Instead of replying he held a finger up to his ear as if listening to something only he could hear. Then, turning to Steve he motioned to the door. "Captain Rogers, if you'll come with me please? We're needed on the command deck."

Steve smiled apologetically at Michelle before standing up and picking up his tray. "Sorry, Shellie, but—"

"—duty calls. Yeah, I know. I need to get back too. I've gotta talk to my XO." Michelle followed him to the trash can and dumped her garbage before placing her tray on the wash belt. "Link up later?"

"Yeah. Maybe we can get together for chow tonight too." He smiled brilliantly, and Michelle felt her stomach jerk.  _Whoa buddy._

"That'd be great."  _Keep it cool, Shellie, keep it cool._

They stood there awkwardly for a moment not saying anything else, and Michelle was unsure what to do next.  _Would it be unprofessional if I hugged him goodbye? Yeah, probably. Still..._

Coulson cleared his throat before either of them could move, and Steve sent her an apologetic smile before following the agent out the door. Michelle stared at the empty doorway for a bit and then shook her head to clear it.

Steve was trouble, that was for sure. Aside from distracting her from her career ambitions (and everything else it seemed), there was another war going on now, and she knew from experience how well that turned out on the relationship front for her.

_Yup,_ she smiled,  _pursuing Steve is a bad idea… don't you just love those?_

* * *

**Notes for the Chapter:**

> Happy Christmas Eve, everyone!


	7. Chapter 7

**Notes for the Chapter:**

> Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

"Get Sample, I don't care how, blast it over the PA if you—" Agent Harper, Michelle's CO, turned around and gave her a snarling smile. "Well look who decided to finally show up? We've been calling you for the last five minutes and nothing, no answer, nothing."

Michelle reached for her earpiece, and then remembered she'd shoved it in her left arm flightsuit pocket. Fishing it out she put it in her ear. "Sorry."

"Sorry? Don't be sorry. Wear your damn earpiece on the helicarrier like you're supposed to, Major Smith. You go on and on about flight safety and mission accomplishment, yet you can't be bothered to follow one simple rule."

Michelle felt her cheeks burn with shame and she swallowed her retort. He was right. For once her CO was actually right about something, and it shamed her to her very toes, in addition to costing her moral high ground when it came to the checkflight issue.

_I'll have to address it in a couple days. Now's clearly not the time._

"Yes, Sir. It won't happen again, Sir." Michelle stared straight ahead, not meeting her CO's gaze, nor the XO's or AOPSO's (her assistant, Agent Sanchez, also, thankfully on the not-douchey side of the spectrum).

"See that it doesn't." He waved her over, and after relaxing from her stance, she joined her CO in looking over a data tablet. It was a flight plan.

"What's going on?"

"We're headed to Germany." He looked at his watch. "In twenty minutes. Grab your flight gear and get out to your bird."

"But Sir, we're running out of crew day as it is. We'll barely make it to Germany before we need to turn around and…" Michelle trailed off as her CO just gave her a withering look.  _Yup, I've definitely lost the moral high ground._ "What's the mission?"

"Sanchez is having it uploaded to our HUDs, to include background and what to expect. But the simple version is we're escorting a quinjet into Stuttgart for them to pick up the guy who blew up the base yesterday."

Michelle's eyebrows shot up to her hairline. "Who do they have on the TRAP mission?" But her CO was already headed toward Flight E. Michelle followed him, pausing a moment near her AOPSO to whisper, "Wake the early crew and have them ready to come relieve us."

Agent Sanchez nodded her head and Michelle scurried after Agent Harper.

* * *

The sun set as the jets tore across the European sky to Stuttgart. George was flying again, and completely against regulation Michelle had unlatched one side of her O2 mask.  _I hate flying with that thing on._ Though she did still get a geeky thrill over sounding like Darth Vader whenever she had it on.

But that was, for the most part, one of her only thrills at this job. Fury still hadn't won the hundred bucks that S.H.I.E.L.D. would be more exciting than being a test pilot. Sure, loads of things were always happening, but she was rarely a part of them. Honestly, apart from being on a  _flying_  aircraft carrier (yeah, that had made her jaw drop the first time she saw it), it was like being in a regular squadron.

Fly an escort/electronic warfare/targeting mission. Come back, debrief. Teach the new guy how to fly the JSF, come back, debrief. Write the flight schedule. Argue with CO. Do some sort of combo of the above each day, wash, rinse, repeat.

Actually, it was worse than a "regular" squadron because she was stuck on the "boat" almost  _all_  the time. Clearly most of the people who worked for S.H.I.E.L.D. loved what they did – they seemed to  _live_  for the job and not care if they had a life outside of work. Well, while flying  _never_  felt like work (the worst day in the air was still better than the best day in the office), the rest of the nonsense did.

She missed her friends. She missed her family. She missed her old life.

_Just one more year…_

She could handle one more year.

_And now that Steve's here, who knows? Maybe I won't mind so much…_

* * *

Michelle watched in horror from the confines of her jet as a tall, green clothed man with a gold horned helm (her brief identified him as Loki, a demi-God from Norse mythology) blasted a police car with his scepter.

_What the hell?_

"Sample, can you get a lock on that guy?"

"Yes, Sir, but anything either of us shot would level the block."  _As you should well know!_ She shot a scathing look across the dark sky to her CO's hovering plane.

"Damn."

For once Michelle agreed with him.

"Oh no…"

"I see it."

Loki was aiming his scepter at civilians!

"Ruby One, where is that TRAP team?" Michelle demanded over the secure freq.  _What is Agent Romanoff waiting for? Does she want to let this joker kill_ more _civilians than he already has?_

Before an answer could come back a red, white, and blue bedecked man with a shield dropped in front of the target and engaged him while the civilians cleared out.

"Ruby One, is that the TRAP team?"

"Affirmative, Shield Three."

Michelle rolled her eyes at the use of the squadron callsign. Apart from it being unimaginative it was completely lame.  _If I'm ever CO, that's the first thing I'm changing._ Not that she expected to be the CO of this squadron. She couldn't wait to get back to the fleet.  _Marine Corps, that is._

The fight raged below, and Michelle watched with rapt attention. It was hard to see the specifics of the flight from this height, but from what she could tell they were each giving pretty well.  _If that guy Loki really is a demi-God from another world, then this new guy must be pretty fantastic. Maybe one of those mutants that have been popping up around the world?_

"Lead, any idea who this guy is?"

There was a slight pause as if her CO was debating whether to answer her or not. Then the crackle of the mic coming to life. "Yeah. He's Captain America."

_Captain friggin' America?_ Michelle felt her eyebrows shoot up to her hairline, but before she could question him further the fight below took a turn for the worse, and it looked like Captain America was going to die all over again.

"He's all over the place." Agent Romanoff said over the secure freq.

"What if we—"

Just then AC/DC's rock classic "Shoot to Thrill" cut in over the airways and a red and gold blur swooped by.

"Agent Romanoff did ya miss me?" Tony Stark's smooth voice sounded in their ears, and Michelle grinned. She'd finally get to see the suit in action, in person! Not just off a grainy cell phone vid on youtube.

A blast of energy caught Loki in the chest, knocking him to the ground, as Ironman slammed into the bricks below him.

"Make your move, Reindeer Games."

* * *

The flight back started out quiet enough, leaving Michelle not much to do other than monitor some potential convective activity ahead. She was still trying to get a grasp on what she'd just witnessed.

Apart from the awesomeness of watching Ironman in action first hand (it was  _most_  impressive), she still couldn't wrap her mind around it. And by  _it_ , she didn't mean the guy from mythology – the entire planet had seen enough weird stuff over the years to make the reality of a legend not all that odd; notable, but not that odd. She wasn't even all that surprised to find out S.H.I.E.L.D. existed. In fact, she slept better knowing there was an organization out there in place to deal with threats like this.

No, it was Captain America.

Captain  _AMERICA_!

Her heart soared and she smiled involuntarily. The world's first superhero, and she, like every other child in America, had grown up hearing all about Captain America. The little boys all wanted to be him, running around with patriotic shields and winged head coverings. The little girls all had crushes on him,  _and_ wanted to be him. She remembered dressing up as "Tiny Princess Captain America" when she was four years old. Her aunt Penny had made her a blue princess dress with red and white stripes around the waist, a blue star tiara, and of course, her own shield.

It was one of her earliest, happiest memories.

Michelle remembered thinking how she wanted to be just like him when she grew up and she supposed, in a way, she kind of was. Well, without the super-serum or the flashy costume. But you didn't need super-powers to protect your country. You just needed to be willing to do it, to unhesitatingly throw yourself toward the sound of chaos, instead of running away.

Just like Captain America.

She knew there was no way this guy was the original Captain America – he'd died back in WWII, protecting New York. Well, if she remembered the story correctly, he actually gave his life protecting the entire world. But whoever this guy was, he must be something pretty amazing for S.H.I.E.L.D. to be willing to bestow the name and uniform on him.

Michelle's radio crackled to life, pulling her from her thoughts.

"Shield One and flight this is Shield Eight and flight. We're here to relieve you."

"Standby, Shield Eight." Agent Harper answered, and Michelle could almost feel him glaring at her across the black gulf of sky between them. "Two, switch private."

"Switching, Lead." Michelle took a calming breath. She knew she'd done the right thing.

"Sample, what the hell is this? Why is there another flight here?"

"Sir, we've turned into pumpkins. Our crew day's expired." At his silence she continued. "We're critical on gas – we need to max blast back to the carrier, otherwise we'll need to divert to refuel."

"We'll discuss this when we land."

"Copy." Michelle knew it would be a one-way conversation, but told herself she didn't care.  _It was the right thing to do!_

Switching back to the squadron freq she caught the tail end of her CO informing Shield 8 and flight to take over their positions. She switched up the quinjet. "Ruby Two, this is Shield One flight. We're pullin' chocks. Shield eight flight is here to relieve us. Also, watch out – it looks like a fast building storm is brewing at about your two o'clock. And there's definitely some convective activity. You'll want to avoid it."

"Copy all, and thanks for the heads up. Fly safe."

"You too." Michelle grinned as she pushed up the throttle – this was her favorite part. The force of the increased G's hit her body as she followed her CO back to the carrier and she couldn't resist giving the quinjet a barrel roll before they got going too fast.

* * *

Michelle popped her canopy, pulled off her helmet and shook out her hair before throwing it back up in a messy, post-flight bun. She'd put in a neater one later. Climbing down the steps the crew chief had placed for her, she steeled herself. This wasn't going to be pretty. Her boots had just touched the deck when she was roughly turned around and made to face Agent Harper.

" _Never_  call my command into question again!" His spittle flew into her face, but she didn't wipe it off.

Jerking her arm out of his grasp she stuck her forefinger in his face. "I will if you stop forcing my hand. You're dangerous!"

Her CO swatted her hand away and narrowed his eyes. "One more stunt like that and I'll shitcan you right outta here and make sure you never see the inside of a cockpit again." With that he spun on his heel and stormed away, leaving Michelle to do the post-flight paperwork on her own, once again.

Blinking back angry tears ( _I will not cry! At least, not in public_ ), Michelle thanked the crew chief for handing over her flight bag and headed down to maintenance.

* * *

Michelle dropped her gear off at Flight E and mentioned it felt like a hot spot had been forming near the crown of her head on her helmet. After showing the maintainers exactly where, and their promise to do their best to fix it, she walked back toward her quarters, deciding to skip mid-rats. Her stomach lurched at the thought of eating the mid-night dinner the chowhall offered. She wanted nothing more than a shower and to hit the rack at this point.

_And maybe to eat an entire Toblerone._ Then she remembered she didn't have any left, having forgotten to restock during her last trip to New York.  _Ugh. That's what I get for rushing out of there._ At this point any chocolate would do. Sanchez always had chocolate, but then she remembered Sanchez was in crew rest, and she couldn't wake her.  _Maybe Coulson has some._

_Or maybe I just need to talk to someone._

She paused at the intersection of corridors and found herself barred by a small security detail.

"What's going on?" She tried to peer around the armed agents.

"Prisoner movement, ma'am. This corridor will be open again shortly."

"Prisoner movement? Oh, right, Loki." She furrowed her brow. They should have been here well before now.  _I wonder what took them so long? Did they end up having to divert around that storm?_

The sound of footsteps cut off further thoughts. From around the corner came a group of heavily armed S.H.I.E.L.D. security agents surrounding one individual.

Loki.

Cocking her head to the side, Michelle thought,  _He doesn't look like a bad guy. Mostly, he needs some fashion advice and to wash his hair._

The group passed her and Loki turned, giving her a broad smile. Her stomach clenched unpleasantly, and she felt a chill course through her entire body.

Then they were passed, turning down to the restricted area, and out of her sight.

Michelle decided right then and there that she would carry her side arm for the duration of his stay on board.

**Notes for the Chapter:**

> Merry Christmas everyone!
> 
> I see my numbers have been spiking, so thank you, dear readers! Also, if you've got a minute I'd really love to know what you think of the story. Are you enjoying it? Finding it believable, etc?


	8. Chapter 8

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

If some had told Steve ten years ago that he would be on a flying aircraft carrier with a man that defied the laws of physics with the amount of mass his body contained, an armored flying man (who just so happened to be the son of his old friend), and two men claiming to be "Gods', he'd have laughed in their face. He would have  _politely_  laughed in their face, but he'd have laughed all the same.

_Yet here I am_ , Steve thought as he walked down the ramp of the quinjet onto the flight deck of the helicarrier,  _with the Gods of Thunder and Lies, Dr, Banner, and Tony Stark._  Then he smiled.  _And Michelle._

He knew it was silly to be thinking about a doll at a time like this, but the last time he'd let a war get in the way of pursuing a woman he was interested in…  _Well, just look at what happened, Rogers._ And he knew Michelle liked him. She Liked him liked him. He'd have to be a fatheaded chump not to realize that. But he liked her too, and couldn't wait to get to know her better. Even if they didn't exactly have time right now, they'd make time!

As Steve walked across the flight deck intending to head down to the command deck's briefing space, Loki was led away toward Dr. Banner's holding cell. Glancing over his shoulder, he noticed Thor standing near the bottom of the ramp, watching his brother go with a pained expression on his face. On impulse Steve waved Thor over, determined to take him under his wing if need be.

_If I feel lost in this modern age, how must a guy from another world feel?_

Thor nodded his head in thanks and strode over toward Steve, his forceful steps causing vibrations even on the helicarrier's thick deck plating.

_Not to mention, I don't know how I'd cope if Bucky suddenly turned up not just alive, but as a bad guy._

"I don't believe we've been formally introduced, apart from you wacking the heck outta my shield." Steve held out his hand. "I'm Captain Steve Rogers."

Thor glanced at his hand momentarily, and then ignoring it, pulled Steve into a bone-cracking hug, leaving the captain gasping for breath. "Thou art a mighty warrior, Captain." Releasing Steve, Thor held him at arms length and smiled. "And I can see that thou art also an honorable man. It shall be mine honor to fight by thy side in the coming battles."

Steve raised an eyebrow, but nodded his head in agreement. "Yeah sure, you too buddy. Shall we head down to the debriefing."

"Debriefing?" Confusion crossed Thor's face, but he easily followed Steve down the ladderwell toward the command deck.

"I'll explain on the way."

Steve left the command deck still feeling frustrated by his (and everyone's ) lack of understanding over Loki's motives at letting them capture him. But he did feel a bit better about himself now that there was at least one person who knew less than him when it came to Earthly things.  _How does Thor not know what a monkey is?_

He'd been tempted to invite Thor to get a meal with him, but remembered that he and Michelle kinda-sorta had plans to meet in the chowhall for dinner.

Noting the time, he realized it was closer to breakfast by now and mid-rations were most likely over. Still, he didn't want to stand her up.

Watching Michelle do that barrel roll in her jet had been amazing. You could tell that she absolutely  _loved_  flying.  _Oh, I need to remember to thank Agent Romanoff._

He'd wondered during the flight to Stuttgart if one of the jets escorting them had been Michelle, but hadn't had the courage to ask – he didn't want to come across as an eager beaver. But at the same time he was dying to know, so on the flight back he decided to find out.

Only problem had been Tony Stark.

He'd only been around the guy a few minutes and already Tony chafed his nerves.

Tony was arrogant, willful, selfish, never listened to anyone but himself… In short, not a team player – the worst kind of person, in Steve's opinion.

The last person who needed to know he was interested in a dame was Tony Stark. Thankfully, Agent Romanoff had been quick on the uptake and had figured out what he'd been trying to get at, quietly informing him, that indeed Sample was flying off their starboard side.  _It's like she's been around Stark before._

Steve got to the chowhall and saw that it had opened early for breakfast – or perhaps given the increased operational tempo right now it was open round the clock. Walking inside, he received a lot of long glances and double takes. Wondering what could have caused it he looked down and belatedly realized he was still in his star-spangled uniform.

Shrugging, he walked forward and picked up a tray. There was nothing for it now – no point in changing, and he was hungry. He filled his tray with eggs, bacon, toast, three boxes of cereal (he'd discovered he was a fan of Cocoa Puffs), a banana, a bowl of grits, a glass of chocolate milk, and one of orange juice as well. Carrying the tottering pile of food toward a table, Steve scanned the room looking for Michelle.

He felt his smile slip from his face as he realized she wasn't there.

Perhaps she'd forgotten?

Or maybe she was doing one of those post flight things pilots had to do?

Glancing at the time he confirmed that he wasn't too much later than she'd been. It'd been an hour; two at the most depending on how fast her jet could go.

_Maybe she has an early flight and had to hit the rack._

Steve sat down at the table and took a bite of his eggs. He froze in the act of chewing as a worse thought came to him.

_What if she doesn't actually like me in_ that  _way and was just being nice?_

What if she was purposely avoiding him?

He had no way of knowing if this was something he should expect of women in general, or just women now in this era, or if he was reading too much into this situation and she had a simple/valid reason for not being there.

_Yeah, like it being way past dinner._

Appetite gone, he pushed the tray away and stood up and left the chowhall. He had to talk to someone.

_Fury? No, probably wouldn't approve of me getting involved with anyone._

_Coulson?_ Steve thought about the agent's hero worship, and blushed.  _No. That would be awkward._

_Romanoff?_ Though she'd helped him once, he doubted the agent was overly sentimental and would probably advise him to focus on his mission.  _Another no._

_Stark?_ Steve shuddered at the thought.  _Knowing him, he'd probably try to snake Michelle away from me._

_Thor?_ Aside from barely knowing the guy it was clear Thor was preoccupied with his brother and finding the tesseract. Though Steve didn't know why – he should just trust Director Fury. Higher command was doing everything in their power to find the cube, and when they did Steve and the others would get it back and the crisis would be over. Fretting about it wouldn't change anything.

That left…  _Banner. Doctor Banner seems like a nice guy. I bet he's dated a woman or two in his past._

Making the final turn toward Doctor Banner's lab, he walked in just in time to see Stark jab Banner with a pointy object.  _Oh no… what if he becomes that Hulk thing?_

All thoughts of asking Doctor Banner about modern day women were banished as Steve dashed inside to stop Stark from risking all their lives.

"Are you nuts?"

"Jury's out."

* * *

Coulson hadn't been around earlier so Michelle had finally gotten that shower she needed and changed into a clean flight suit. Heading out to look for Coulson again, her shoulder holster felt odd, especially with the unbalanced weight of her loaded 9mm beretta pistol hanging off the left side. The two magazines hanging off the right side were never heavy enough to counterbalance it perfectly. Still, she knew from past experience that she'd be used to the weight by the end of the day.

Stifling a yawn and glancing at her watch she realized it was well past the end of the day. In fact, it was nearly breakfast time.  _Well, there's no way I'm flying today, then. Not with zero crew rest._ She rubbed her eyes and sighed. Michelle hated missing a flight, even if it was just a trainer. Though, given all that was going on with Loki and the search for the cube thingy, it probably wasn't the best time to fly a trainer anyway.

Yawning again, her stomach rumbled, and Michelle realized that she still hadn't eaten anything since lunch.  _Lunch with Steve._

_Oh crap!_

They were supposed to have met for dinner, but she'd obviously been on a mission.

_There's no way he could have known that. Crap, I hope he wasn't waiting for me. I hope he doesn't think I stood him up._

She reached for her phone, then remembered that this high up she wouldn't have signal from a cell tower and even if she did, she didn't have Steve's number. Turning a corner, she frowned.  _I need to get it from him next time I see him. Seriously—_

"Oh, excuse me—"

"I'm so sorry—"

Michelle looked up from the chest she'd just run into and smiled. "Steve?"

"Hi-de-ho, Shellie." Steve returned her smile, but at the same time looked pre-occupied. "Hey, do you happen to know where the restricted section is? I need to, uh, pick something up for Director Fury."

"Yeah, it's down two levels, right off block seven." Stepping back from him reluctantly, Michelle was about to apologize for standing Steve up for dinner when she noticed what he was wearing.  _Oh my goodness._

"You're Captain America."  _Holy crap, holy crap, holy crap!_

"Yes, ma'am." He smiled tightly and pointed at the deck. "Down to levels you say?"

She nodded automatically, mind still reeling. "Block seven."

He gripped her shoulder briefly with one red-gloved hand. "Thanks. Gotta go." He ran down the corridor then paused before turning the corner.

"Catch up later?"

"Yeah, catch up later," she called back dazedly, but he was already gone.

* * *

"Coulson!" Michelle knocked on his hatch. No answer.

"COULSON!" She pounded with her fist again to no avail. "I know you're in there, Coulson!"

She raised her fist to slam on the metal yet again when the door opened.

"Can I help you, Major Smith?" Agent Coulson stood there impeccably dressed in his suit and tie, with one sardonic eyebrow raised. The only indication that she'd caught him sleeping was a slight mussing of his hair.

Pushing past him, Michelle made a beeline for his bunk. Lifting the mattress she grabbed the hidden Hershey's bar, tore it open, took a massive bite and flopped down onto Agent Coulson's bed chewing loudly.

"Please, have a seat, Sample. Would you like a candy bar? Oh, I'm fine, thank you for asking. How are you?" Coulson closed the door and then leaned back against it, the same placid expression on his face that he always had.

"He's Captain America, Coulson. Captain  _friggin'_  America!" She threw an arm across her eyes and moaned. "Why can't I just like a normal guy?"

"You mean like, Zeke?"

Michelle sat up, nearly cracking her head on the empty bunk above her. "How do you know about, Zeke?"

"Spy, remember?"

"Right." Michelle lay back down. "Still, that's pretty creepy and slides you toward the douchey side of the S.H.I.E.L.D. agent scale."

"The what side?" Coulson raised a hand, forestalling her. "You know what, never mind. Now, back to why you're here. I'm guessing it wasn't to see my Captain America action figure collection, which is a good thing since I keep them back home, in collector's boxes. Although I do have this…" He opened a locker, pulled out a Captain America collector card, and handed it to her.

Looking at it Michelle groaned once more. "Steve Rogers. Captain Steve Rogers. I knew his name was familiar." She sat straight up again. "Wait a minute, the guy on this card looks just like Steve, and he has the same name as Steve, but Captain America died in World War two…"

Coulson was shaking his head.

"…Didn't he?" Michelle slid over and Coulson sat down next to her, taking the forgotten candy bar from her fingers and popping a piece of chocolate into his mouth.

"Turns out he didn't die. Was just frozen for about seventy years, give or take."

"I guess that explains all the old fashioned slang and behavior." Michelle held up the collector card, giving it a long look before handing it back to Coulson with a heavy sigh. "And here I thought he was just charmingly old fashioned. He's definitely a senior captain alright."

"Keep it. It's a double." He held up a hand, preventing the card's return. "And I can't speak to the charming part, but he is old-fashioned by your standards. It's all he knows. He's only been awake for a few weeks." Coulson placed a hand on her shoulder. "He seems to really like you, and from what I've seen I'm betting you like him. He's had a really rough transition so far, and if he's decided to spend time with you then that's a good sign. You must make him feel safe, comfortable…"

Coulson's words faded to a dull roar in Michelle's ears as she let what he'd just confirmed settle in her head.

Steve was actually  _the_ Captain America – the original, not a new guy.

Steve had latched onto her for some reason, but if it was helping him through his transition…

_I can't do this! I can't date Captain America! Sure he's nice and all, but no one would ever see me for me ever again – I'd forever be labeled as Captain America's girlfriend._

_And of course every guy I've ever dated… it's always fallen apart in the end._ An image of Zeke dancing with Isabel flashed through her mind and she frowned, thinking quickly of her recent dance with Steve instead. After a moment though, that only deepened her frown.

_Steve probably only likes me because the first time we hung out I looked like a girl from his era._

But then she remembered that no, the first time they'd met she'd been dressed in contemporary clothes and had dragged him off to a Starbucks for hot chocolate. His  _first_  Starbucks.

_Doesn't matter. It's too much pressure! I'll be his friend, but anything more than that is off the table. I can't be Captain America's girlfriend! He's a national icon for goodness sakes, and—_

"Major Smith, are you even listening to me?"

"What? Oh sorry, I guess I just—"

A massive jerk threw them both out of the bed and onto the floor as a loud boom sounded overhead.

**Notes for the Chapter:**

> And so it begins...
> 
> Thank you for your lovely comments and kudos. They mean the world to me. :)


	9. Chapter 9

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Climbing back to their feet, Michelle and Coulson both started speaking at once.

"We're under attack."

"I know."

"Gotta get to my post."

Shoving the Captain America card into her left breast pocket, Michelle raced out the door, pausing just long enough to call over her shoulder. "Thanks for the chocolate!"

"Anytime! Be careful."

"You too!"

"Always am."

Then she rounded the corner and he was out of sight. Coulson had turned out to be a surprisingly good listener. Or maybe not that surprising since he was a spy, after all. Still…  _We'll finish our conversation later._

"Sample!" It was her CO blasting in her ear.

She keyed her Bluetooth. "I'm inbound, Sir!"

"Good!"

Her mind was a jumbled mess as she dodged people racing through the corridors to whatever station they manned. She thought she saw a flash of red and blue turning a corner, but put it more toward  _wanting_ to see Steve right now, vice  _actually_ seeing him.

_Get your head in the game, Sample. This is for real. We're under attack!_

* * *

"Who do we have in the air?" Michelle directed her question to her APOSO as she dashed into the squadron's ready room.

"Two and Six, Ma'am." Agent Sanchez called from her post.

_So the XO and Harris._ "Put them on screen and put the reserve crews on strip alert. Call everyone else to quarters and get a full accountability of everyone's status. Where's the CO?" Michelle stopped behind the duty desk and glanced at the screens monitoring the flight activity outside.

"He was in the SCIF getting a briefing from higher. Says he can't leave yet. He wants you to run Ops from here." Sanchez handed Michelle a cup of coffee. "You look like you need this.

"Thanks." Michelle took a taste of the bitter liquid and made a face. A glance at the time showed her that she'd been awake for nearly twenty-four hours. "Well, down the hatch, then."

"Ma'am?"

"Never mind. Open a direct line to Agent Hill for me please."

"Aye, aye, Ma'am."

The reserve crews walked in, gear in hand, and the flight duty officer motioned them to a corner to bring them up to speed.

"Hill here." A voice sounded in Michelle's ear.

"Hill, this is Sample. Harper's unavailable, I'm running Ops. Can you give me a SitRep?"

"Port forward engine is down. Stark and Rogers are trying to bring it back up."

_So that_ was _Steve I saw running by…_

"Any idea what caused it? Mechanical or attack?"

"Definitely attack. We've got hostiles on board dressed like friendlies, so positive ID checks on everyone you don't recognize on sight."

"Copy all." Michelle opened her mouth to ask another question when a loud roar reverberated throughout the carrier. "What was  _that?"_

"Ah, hell. Banner…" The line switched off and Michelle blinked in surprise.

_Banner? As in Dr. Banner? As in Steve's friend, Dr. Bruce Banner, the nice guy?_

"Sanchez, pull me Dr. Bruce Banner's file ASAP." Michelle pulled her 9mm from its holster and slammed a magazine home. Racking the slide, she chambered a round and addressed everyone in the ready room. "Anyone you don't know and without the proper pass codes walks through that door, shoot."

"But ma'am, shouldn't we fire a warning shot first?"

"Marines don't fire warning shots, and for right now, you're under my command. Weapons to condition one, everyone."

"Aye, aye, Ma'am!"

Michelle smiled.  _So this is what it's like to command…_ Then she felt her stomach turn and had to fight a wave of nausea.  _Oh jeez, I hope I don't screw this up. I'm currently responsible for each and every one of these lives. Yeah, so this is what it's like to command. I don't know if I'm ready…_

"File's up on your screen, Ma'am."

"Thank you, Agent Sanchez." Then under her breath, Michelle muttered to herself. "Now, Dr. Banner. What secrets have you been hiding?"

* * *

"What's it look like in there?" Stark's voice sounded in Steve's ear, and he had to force himself not to flinch. Hearing someone like they were inside your head like that was something he didn't know if he'd ever get used to.

Steve eyed the complicated panel of wires and lights, completely lost and unable to make heads or tails of any of it.  _What was I thinking trying to help Stark fix the engine? This isn't like fixing a car or a tank._

"It seems to run on some sort of electricity." Steve felt foolish yelling into space like that, but somehow the thing in his ear heard it and sent it to Stark.  _Maybe Michelle can explain how this works._ His breath caught as he heard distant gunshots.  _I hope she's okay._

"…well," came Stark's bemused reply, "you're not wrong."

* * *

"Whoa…"

"Ma'am?"

Michelle turned to her AOPSO, eyes wide. "Sanchez, have you read Dr. Banner's file?"

"Not yet."

"I need you to send this to everyone, including the XO, and I need you to find out where the Hulk – the big, angry, green guy currently destroying the ship – is right now!"

Sanchez's eyes widened and the younger woman's fingers flashed across the screens as she carried out Michelle's orders. "The Hulk's on the maintenance level!"

"What are you waiting for? Get everyone out of there!" Michelle fixed her gaze on the screen before her and watched, helpless, as the massive, green monster attempted to pound a muscle-bound blonde man into the ground. She blinked once again in surprise when all he got for his effort was to be literally hammered into one of the squadron's F-35s.

_I wonder if that other guy is Loki's brother, Thor._

Wincing over the complete destruction of the aircraft, Michelle called up Agent Hill. "The Hulk is on the squadron Maintenance level – he's tearing it apart." At a thumbs up from Sanchez she added, "We've got all personnel out of there. Still, I don't see them staying there for long."

"Copy" Maria talked to someone on the command deck, probably Fury, then directed her next orders directly to the jets outside, much to Michelle's irritation.

_The chain of command cannot break down in battles. That's when it's needed most!_

"Escort Six proceed to wishbone and engage hostile. Don't get too close."

Though Agent Hill had directed her command at Harris it was the XO, the lead of the flight, who answered.  _As he should!_ "Copy."

Michelle watched as the XO flew his jet into the wishbone, managing to maintain that sweet spot between a hover and keeping up pace with the flying helicarrier.

"Target acquired."

"XO, Sample here. I've read his file. Nothing can hurt him, but bullets should slow him down and definitely get his attention."

"Copy all." A spray of machine gun fire exploded from the F-35, and Michelle watched on the monitors as the Hulk immediately stopped pursuing Thor.

"Target engaged."

The Hulk spun around and roared. Michelle realized with sinking feeling what would happen next.

"Two break off! The Hulk can jump far. Really  _really_  far, and you've pissed him off."

"Target angry!" Was her XO's response.

"Break off! Break off!"

But it was to no avail. The Hulk leapt and Michelle watched helplessly as once again another aircraft was destroyed.

"Two, eject! Eject, eject, eject!"

Even in the dwindling image the camera was picking up they could see the canopy pop and a chair fly out. Michelle's sigh of relief was short lived as the Hulk caught the XO, spun him around and then tossed him away.

"Six, follow at a safe distance and see if his shoot opened." Michelle barked the order then turned to her assistant.

"Launch the reserve crews and scramble the TRAP team to recover the XO." Mentally she hoped it wouldn't just be a recovery of remains.

The CO walked in just then, hands raised at the litany of weapons reflexively pointed at him, then just as quickly lowered.

"Report?"

Holstering her side arm, Michelle brought up the footage of the Hulk's attack and backbriefed Agent Harper with the highlights of what happened, ending with the XO's ejection.

"Shit!" He crossed his arms and pursed his lips. "Sample, you're acting XO until Shindler is back. Sanchez, that makes you acting OPSO. I want a full status report on—"

Suddenly the carrier careened to the left and everyone was thrown off their feet. Grabbing the console, Michelle pulled herself up and watched her screen in horror as aircraft began sliding over the side of the helicarrier.

The sound of a rifle went off and a spray of debris from just over her head showered down on her as Sanchez tackled Michelle to the floor.

"What the—"

"Hostiles, ma'am!" Sanchez pulled her weapon out, and Michelle followed suit as a firefight erupted from the doorway leading into the ready room.

Now  _this_  was a first for Michelle.

_Fury might yet earn that hundred bucks._

* * *

"Cap, hit the lever." Stark's voice sounded calm, but there was a definite tightness to it.

"I need a minute here!" Steve redoubled his efforts to climb up the cable he was dangling from.

"Lever." Stark's voice was downright urgent. "Now!"

Steve let out a sigh of relief as his hands contacted with the metal grating of the carrier's deck. His relief was brief as gunfire exploded around him.  _Stark's going to get chewed up inside that engine if I don't do something!_

Heedless of the bullets spraying around him, Steve's hand gripped the red lever on the bulkhead and pulled it down, freeing Stark.

Searching for a weapon but realizing they all had fallen over the edge when the carrier's second engine went out, Steve readied to himself to jump at his attacker.

Just then Stark streaked by and tackled the shooter. With another sigh of relief, Steve leaned against the bulkhead and caught his breath.

_Maybe Stark's not so bad after all._

* * *

Michelle popped up over the duty desk, aimed, fired, and dropped back to the deck. She had no idea if she'd hit anything.  _I swear I'd be more effective with this thing if I took out the bullets and just threw them._

She'd always imagined what a firefight would feel like, and everything she thought was dead wrong. It was neither exciting nor exhilarating.

Michelle hit the button to drop her now empty magazine and slid another one home. After a momentary spike of fear, adrenalin kicked in and she found she was calm, just like in the aircraft whenever she was dealing with an emergency. She knew that meant after the fight she'd have an adrenalin crash, her muscles would cramp up, and the fear she'd pushed away now would be back in hindsight.

Popping up once again to take another shot, Michelle realized that more than anything she was angry – an emotion she was surprised by. But definitely angry, along the lines of "How dare these jerks shoot at my agents?" She fired off another round and actually hit someone – in the shoulder it looked like - before ducking back down behind the desk.

Then, just as soon as it started, the shooting was over.

Michelle peeked over the console, ready to drop back behind it at any sign of hostile action but apart from groaning by the couple of enemies they'd wounded, and one quiet, clearly dead body, there was no more gunfire. Reaching into the desk drawer and pulling out a roll of high speed tape – duct tape as civilians called it – Michelle nodded toward Sanchez.

"Cover me." Creeping out from behind the console, Michelle surveyed the room and confirmed that no one was, in fact, still firing, and none of the agents appeared to be seriously wounded outside of cuts, scrapes, and bruises.

She swiped at a trickle of blood seeping into her eye from a scalp cut she'd received. Then, pointing at two other agents in the room, young pilots in her squadron, she motioned them toward the hostiles. "Check them for weapons. Once they're clear, administer first aid as needed and call for a medical team." Michelle tossed them the tape, and a new agent – Woo, she thought his name was – caught it. "Make sure they can't get mobile."

"Aye, aye, ma'am!" they answered in unison.

Michelle looked around for the CO, wondering where he'd been the entire time.  _Please tell me he didn't hide out in his office while his squadron was under attack!_ His place should have been at the forefront of the fight, directing his agents.

The background chatter of status reports sounding in Michelle's earpiece came to a halt as Director Fury's voice cut through. "Agent Coulson is down."

"A medical team is on its way to your location," an unfamiliar voice answered.

"They're here…" Fury's voice paused and Michelle felt a surge of hope.  _Come on Coulson!_

"…They called it."

**Notes for the Chapter:**

> :(
> 
> R.I.P. Agent Phil Coulson.


	10. Chapter 10

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Michelle sat heavily in the chair in her office, door solidly shut.  _One minute, Sample. You get one minute to get your head straight, and that's it._

The CO was gone, who knew where.

Coulson was dead, killed by Loki.

Loki  _and_  Thor were gone.

Her squadron was a shambles. They'd lost at least a third of their aircraft in the fight and multiple pilots had been wounded.  _Thank God none of them are dead._

_Coulson's dead._

She dug the heels of her palms into her eye sockets relishing in the pressure. She couldn't afford to break down. Not right now. Not when the squadron needed her most.

She wasn't ready for command, but ready or not, her agents needed a leader.

Wiping her eyes and blowing her nose on a tissue, she gulped down some water and stood up.

_Break time's over._

* * *

Steve jogged down toward the detention level. Though Stark hadn't told him that's where he was headed, it didn't take a really smart guy to figure it out. Steve had hardly known Coulson yet his death weighed on him, just like the deaths of any soldier under his command had in the past.

Memories of his best friend and fighting companion, Bucky, flashed through his head;the final memory of Bucky falling to his death from the train because Steve couldn't save him.

He could well imagine how Stark felt right now. Coulson seemed like the closest thing Stark had to a friend, and for someone who didn't let anyone in emotionally, losing him had to be absolutely devestating. Steve knew he probably couldn't "fix" this, but he could offer Stark a friendly ear.

Or at the very least someone to yell at.

* * *

Tablet in hand, Michelle strode down the corridor heading up the carrier deck to inspect and take inventory of their remaining aircraft. They needed to know which were still flight worthy and which needed a complete maintenance overhaul.

_More than likely they all will. Who knows what kind of FOD there is?_

It was job someone else could probably do, should probably do as the CO was still missing and not answering their calls, but the ready room was in the capable hands of Agent Sanchez, the MO was swamped down on the maintenance deck, and Michelle needed some fresh air and a distraction.

She glanced down at the tablet in front of her and swept a finger along the surface, scrolling through the damage report of each of the other known destroyed aircraft and frowned.  _This is bad bad bad!_

"Oh, excuse me—"

"I'm so sorry—"

Michelle's tablet clattered to the ground and she looked up, knowing who she would see. She gave a sigh of relief as Steve stood before her, looking relatively unscathed, if in a bit of a hurry.

"Shellie!" He pulled her into a quick hug then released her, holding her at arms length. "You're okay!"

"Yes, but Coulson…" She bit her lip. Now was  _not_ the time to cry.

"I know." He pulled her into another hug.

Michelle banished the panicked  _"Captain America is hugging you!"_ thoughts from her mind and took comfort in his embrace.  _Friends hug. Especially when consoling each other over loss. This is totally okay. Absolutely nothing inappropriate about it!_

He released her and she reluctantly pulled away.

"Are you okay?" She picked up her tablet and glanced at him surreptitiously. Steve appeared, for the most part, to be fine. Though there was an unfamiliar hardness in his eyes. Maybe Coulson's death had affected him more than he'd let on. Perhaps because he was one of the few people Steve actually knew in this day and age.

Steve shook his head. "Later."

"Yeah, later." Michelle nodded and ignored her pounding heart. It seemed it would forever be 'later' for them. And maybe that was for the best. It would force things to remain friendly.

"Well, I gotta go," they both said in unison, then smiled. Steve moved to Michelle's left at the same time she did, then to her right when she adjusted there as well.

Chuckling, he placed his hands on her shoulders and guided her past him. "I think we should save our dances for Ella's, don't you?"

"Definitely." Then, on impulse, Michelle kissed his cheek and he blushed, he honest to goodness blushed. "For luck. Wherever you're going next."

He gave her a goofy, lopsided smile then turned and jogged down the hall. Michelle spun on her heel and did the same.  _Idiot, you can't encourage him like that if you want to keep it just friends!_

"Hey, Shellie."

She whirled around, heart suddenly racing again. Was he coming back to kiss her?  _Don't be stupid!_

"Can you fly one of those hovering troop carriers?"

"You mean a quinjet?"

"Yeah those."

She gave him a bemused smile. "Fly, yes. Take off or land, no."

At his confused expression, she continued. "Flying's the easy part. That's why an autopilot can do it. It's the take off and especially the landing where the real skill comes in. Much like most any pilot, I'd love to claim I can handle any aircraft, and after some training, I totally could. But this isn't a T.V. show or a movie – a pilot can't just magically handle anything they get behind the stick of. I'm not qual'd on a quinjet and would more than likely crash it as anything else and that would end your trip in a real hurry." She cocked her head to the side. "What are you up to?"

He grinned broadly. "I'm going after the bastard that did this."

Smiling in return, she felt the dimple in her cheek form. "Good. See you in the field, Captain."

"Yes, ma'am!" Saluting smartly, he spun on his heels once more, and was gone.

* * *

She'd given two aircraft cursory checks and both seemed fine, though she still wanted a full maintenance inspection on each of them.

 _I need a full maintenance inspection on my head!_ She moved to the next surviving jet and gave it a long look without really seeing it.

_What am I gonna do about Steve?_

It was all fine and well to say she wasn't going to pursue any romantic entanglements with him, but whenever she saw him her heart took over and she behaved like an idiotic schoolgirl, practically throwing herself at him.

And it was clear he liked her as well, more than as a friend.

_Yeah, but is that because I'm the first girl that's come by and shown any interest?_

She walked up to the jet and swept her hand under the starboard wing before walking back toward empennage and eyeing the control surfaces there.

 _I know I'm not the only women to express interest in Steve. I can't be. I mean, just_ look _at him. He's the total package. A complete gentleman and a hottie._

She frowned. He was also from the forties and probably looking for a woman to be subservient to him. To stay at home barefoot and pregnant in the kitchen, waiting on him hand and foot.

But even as she thought it, she knew that wasn't the case.  _No, Steve's not like that. He's remarkably forward thinking for a guy from the past._

Even in this day and age Michelle still met with the occasional male chauvinist. In fact, the very first day in her first fleet squadron a male Marine, a fellow lieutenant, had walked right up to her and said "Women shouldn't in the Marine Corps and they certainly shouldn't be flying!"

She'd just smiled and shrugged saying, "Well, I'm here, so deal with it." But what'd she'd wanted to say was, "Assholes like you probably shouldn't be in the Marine Corps either, but just like opinions, everyone's got one. So there you go." But of course you never had a clever comeback when you needed it most.

Moving to the port side of the aircraft she blinked in surprise. Her CO was there, in full flight gear, helmet under his arm, getting ready to climb the ladder into the jet.

"Sir?" She jogged up to him. "Sir, where have you been? We needed you."

"In a briefing with higher, not that it's any of your concern." He motioned to the jet. "How does this bird check out?"

"Visually it's fine, Sir, but I wouldn't fly any of them right now. There's no way of knowing what kind of FOD the engines might have."

"Uh-huh, thanks." He donned his helmet and placed a hand on the ladder.

"Sir, what are you doing?"

"My job." He climbed up a step and Sample placed a staying hand on his arm.

"Sir, there are no flights scheduled—"

"This just came in." He climbed another step.

"Then why wasn't I notified? I'm the acting XO. Hell, while you were gone I was the acting CO."

"Well I  _am_  the CO and I don't need to brief you on everything." He tried to shake off her arm, but she gripped tighter. "Stay in your lane, Major." He jerked up forcefully freeing himself from her grasp.

Michelle frowned. There was something definitely not right about all this. She couldn't put her finger on it, but her gut told her that this situation was off. She keyed her earpiece.

"Hill, Sample here. Hey, did you authorize flight? No, I mean a new one, outside the escorts I already sent up—"

**Notes for the Chapter:**

> Once again my deepest thanks to all of you who have taken the time to comment or leave kudos on this story. You are the best!


	11. Chapter 11

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Michelle was woken by the sound of the television. A newscaster was going on and on about an alien invasion in New York and the superheroes that stopped it.

Blinking her eyes open, she could tell she was in medical even through her blurry vision. Her head ached – no, actually her body ached. Her head throbbed.

After a few seconds of squinting, and attempting to focus her eyes, she settled her gaze on the television. There on screen, big as life was Steve, resplendent in his Captain America uniform taking on half a dozen alien invaders like it was nothing. His shield flew time and time again while Steve protected the citizens of New York.

"He really is Captain America," Michelle said with wonder.

"Not bad for an old man."

"Huh?" Michelle jerked up, startled by Director Fury's voice behind her, and received a stabbing shot of pain for her efforts. Wincing, she gingerly felt around the crown of her head until her fingertips encountered a shaved spot and a row of stitches. She counted five stitches while Fury walked around to the foot of her bed.

"What happened?" She dropped her hand, eyeing the IV to her left.

"Agent Harper tried to blow up Manhattan." Fury leaned against the wall under the television.

"No, I mean, what happened to me?" Michelle realized how that sounded and amended, "Not that I don't care about Manhattan. Did it get blown up?" Clearly it hadn't or else the news reports would have been very different.

"Agent Harper cold cocked you before he tried to blow up Manhattan. You've got a concussion and a nasty cut. And no, it didn't. The Avengers saved it."

"The Avengers?"

"I'll let your boyfriend tell you all about it."

"My boyfriend?" Michelle knew she sounded like a broken record, but she felt like she had days of catching up to do, not just a few hours.

"Captain America." Though his mouth didn't move into the shape, Michelle could have sworn Fury was grinning, at least inside his head.

"He's not my boyfriend. We're just friends."

"Right." Fury crossed his arms over his chest. "Does he know that?"

It was time to switch subjects. "What happened to Harper?"

This time Fury did actually grin, briefly. At least the corners of his mouth twitched. "Needless to say he was relieved of command."

"Oh, good. He was a total douchebag." Michelle leaned back against her pillows, relieved.  _I never have work with that ass again._

"What is a… you know what, never mind." Fury stood up straight and eyed her with his one eye. "I find I am without a squadron commander."

"I know a couple guys back in my old test squadron who—"

"Major Smith, I'd like  _you_  to take over as the CO."

Michelle sat straight up, ignoring the pain that again shot through her. She wanted to be a CO, someday, but she definitely was not ready to be one now.

"But, Sir, I couldn't!"

"And why not?" Fury raised a questioning eyebrow.

"Because I'll make mistakes. I already have." She pointed the wound in her head.

"And you'll make more." Fury shrugged as if this was of no consequence.

"Sir, I was scared during that firefight. For a moment there I wanted to run."

"But you didn't." He leaned forward, placing his hands on the rail at the foot of her hospital bed. "As of right now, you are hereby frocked to the rank of Lieutenant Colonel and in command of Shield Squadron. Sorry you don't get one of those fancy Marine Corps change of commands. We're fresh outta marching bands here."

"You can't frock me." Michelle pointed at her rank patch. "I haven't even been selected yet. I won't be for years! And I still need to get screened for command. Plus I'm just the acting XO – the real XO should—"

"Colonel, does this  _look_  like the Marine Corps to you?"

"No sir, not even a little bit."

Fury stood up tall and just looked at her, eye blazing.

She lowered her head. "Understood, sir."

"Good.  _When_ you go back to the Marine Corps – that is to say  _if_ you want to when your tour here is up – you can give up command and go back to being a major and a department head."

He turned toward the door and recalling herself Michelle pulled her wallet from her right calf pocket.

"Sir, I believe I owe you this." She held out a hundred dollar bill and he took it with an expectant smile.

Pausing at the door, he glanced over his shoulder. "Looks like you have some visitors."

Michelle's eyes widened and she involuntarily reached up to check her hair and smooth her flight suit.

Fury frowned at her actions. "Try to maintain your bearing,  _Colonel_. Though I've no doubt that you and Captain Rogers will go back to flirting like a couple of hormone filled teenagers before the day is out."

With that parting shot, he was out the door, leaving Steve standing on the other side, blushing furiously while Dr. Banner gave them both a lopsided smile.

* * *

Steve knew he was blushing over what Director Fury had said and that Dr. Banner was giving him the side eye, but he didn't care. Michelle was okay.

He knocked on the doorframe. "Can we come in?"

"Of course!" She sounded cheerful enough, but it almost came across as forced.

Steve was about to ask if everything was okay when Michelle fixed her gaze on Dr Banner.

"Bruce! It's good to see you're back to…normal."

"Yeah, Sorry about that." He shifted his eyes and ran a hand through his straggly hair. "I heard what the other guy did to your squadron and I'm really sorry."

"Don't be." She reached out and patted his hand. "I think Thor and his hammer caused the worst of the damage, actually."

True or not, this brought a relieved smile to Dr. Banner's face. "How's your XO? I heard the other guy really did a number on him."

Michelle cocked her head to the side, thinking. "I received a report on his status right before I ran into you, Steve, in the hallway." She turned back to Dr Banner. "And actually, Bruce, the Hulk didn't hurt him at all. Well, other than scaring the piss outta him." She smiled, her dimple forming in her cheek. "No, his injuries came from being a dumbass and not using his four line release to steer clear of those trees he parachuted into. He's got a broken arm, some scratches, and a seriously bruised ego."

They all laughed at that, finding humor in what was comparatively, an absurd and benign situation.

Dr. Banner gave Michelle's hand a quick squeeze in thanks, and then turned to the door. "I gotta get to the lab and pick up my toothbrush. And I think I have a spare shirt or two left in my bag."

Michelle waved goodbye and after he was gone, stared down at her hands. Steve wanted to reach over and hold them. Actually, he wanted to pull her into a hug, but didn't know if that would hurt her more right now, or if she'd even welcome it. He didn't know much about women, but he got the feeling that she didn't exactly want him around at the moment.

"I'm glad you're okay," he said, finally breaking the silence.

She looked up and gave him a soft smile. "I'm glad you're okay too. What you did out there was really amazing. You're a hero."

He waved her silent. "No, you're the hero. You went out there and fought without any super serum running through your veins protecting you. You and all your men are heroes. Everyone who put their lives on the line to protect those who can't protect themselves. You're the real heroes." He gave her lopsided smile. "I'm just a skinny kid from New York who got lucky."

She chuckled but looked back down at her hands and another silence descended.

_Say something, Rogers!_ "Hey, ah, we – me and Doctor Banner - have to get to a thing. A shwarma thing."

She nodded her head, but still didn't look at him.

"Wanna come?" There, he'd done it. He'd asked her out. It wasn't proper date, but he'd still asked her out.

Her head came up and she finally met his gaze. "Thank you for the invite, but I can't." She indicated the medical equipment around her. "I still haven't been cleared by the flight doc, and they'll probably want to keep me under observation for the night because of my concussion." She patted his hand like she had Dr. Banner's. "But you go and have fun. We'll catch up later."

That had clearly been a dismissal and Steve wondered if he'd done something wrong.  _No, I can't have. We've barely seen each other since this whole mess with the cube started._ She must just truly not be feeling well.

"Yeah, later."

**Notes for the Chapter:**

> Happy New year everyone! We're nearing the end of this little story. It totals 14 chapters, and as I'm traveling at the end of the week for an extended period I'll try to make sure they all get posted before I depart.


	12. Chapter 12

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

Michelle's alarm went off and she groaned, rolling over in her rack in her single occupant stateroom – one of the perks of being CO.

A month after taking command of Shield Squadron, Michelle still felt like she was barely treading water. There was just so much to do! Aside from the obvious cleanup of the squadron spaces and inventory of remaining assets, there was training that needed to be conducted for the new aircrew and maintainers, the restructuring of the squadron, and the rebuilding of the squadron morale after their abandonment and betrayal by their previous CO.

It seemed that half of the squadron welcomed her and the other half resented her. She hoped that given enough time she'd be able to win them over, but regardless she was in command now, and that was that. Thankfully, Agent Shindler had agreed to come back as the squadron XO, and didn't seem to harbor any hard feelings over the fact that she'd been promoted over him. Medically grounded, Shindler couldn't fly yet but was great at helping Michelle run the squadron and took care of the bulk of the administrative monster.

Sanchez was also fantastic – she was no longer just the acting OPSO, but the OPSO in right. The fight with the insurgents had created many "battlefield promotions." Michelle tried to take everything in stride and ignore the fact that she felt completely unqualified to command a squadron, and for the most part she managed it, though she couldn't shake the feeling that everyone she met was a potential spy or double agent.

_Though I suppose that's because they are._

Agent Harper had been dealt with, though Michelle didn't know how and didn't ask. She just knew that he was gone and that was enough for her.

She still hadn't managed to find the time to put in the paperwork to change the squadron callsign from Shield to something cool like "Pirate," but it was on her "to do" list.

Her alarm went off again and when she reached out to grab her phone it fell to the floor.

"Crap." Lowering herself to the deck, she crouched down to pick up her phone and that was then that she noticed it, the Captain America card that Coulson had given her right before…

_Right before he died._

She pulled it out from where it was wedged behind her rack and sat down heavily on her bed.

_Coulson._

She'd shed many tears over his loss in the privacy of her stateroom. He hadn't been her best friend, not hardly, but he had been one of the only people on this carrier she'd been friendly with. More than that, a good man, and a superb agent, was gone. Killed by Loki, personally.

She had no idea what punishment Loki was going through back in Asgard, but she hoped it was appropriate to his crimes against humanity and that he wasn't getting off easy.

Looking at the card again, Michelle sighed and lay back down on her bed.

And then there was Steve.

She still didn't know what to do about him, and at this point it was most likely moot. Aside from occasionally catching glimpses of him around the helicarrier they hadn't had any interaction since he'd asked her out for some shwarma right after the fight, and she'd turned him down.

It wasn't that she'd been avoiding him or anything, she just hadn't gone out of her way to find him either.

It had started out innocently enough – she really did need to stay in medical when he'd invited her out to shwarma, though a part of her was relieved that she'd had a reason to say no. And it wasn't just because of Fury's digs about their "flirting;" it was everything to do with Steve, no,  _Captain America_! She was overwhelmed enough with trying to set her squadron to rights, she didn't have the wherewithal to throw having a friendship with or even potentially dating Steve in the mix right now.

_Even if he were a normal guy I wouldn't have room for him on my overly full plate._

A week had passed without seeing Steve, and then two, and then three. Michelle realized that a large part of it was that she truly was supremely busy, and she had no doubt that Steve was as well.

Her alarm went off again, startling her.

"Crap! Crap, crap, crap! I'm going to be late for the command brief!" Shoving Steve's card under her pillow, she jumped out of her rack and grabbed her flight suit off the floor. It smelled fine and she found a green skivvie shirt in her clean laundry bag.

_I'll get around to putting my clothes away. Eventually._

Tugging her boots on, she tied them loosely, grabbed her tablet, and ran out the door.

* * *

Steve paced in front of the entrance to the command deck.

_She's coming to this one, I checked and double checked!_

It seemed that Michelle had missed the other two meetings he'd been at, sending her XO instead as she'd been flying training missions with new pilots. At least, that's what Agent Sanchez told him.

A first Steve had attributed not seeing Michelle to an unlucky ops tempo for them both, but after a couple weeks it became clear that she'd been avoiding him.

_Why? What did I do?_

If he'd managed to hurt her feelings or make her angry he wanted to know so that he could apologize or fix it or something. The fact was he missed her. He'd hardly known her more than a couple of days, but she'd brought clarity to his life.

Steve spun on his heel and paced the other direction.

No, that wasn't right – she hadn't brought clarity so much as a sense of belonging. Around her, he hadn't felt so adrift in time. She made him feel like he had a place here.

And maybe she just didn't like him more than as a friend, and if that was the case, well, then he'd settle for just friendship. Something was better than nothing.

"Oh, excuse me—"

"I'm so sorry—"

Steve's arm shot out reflexively and he caught the falling tablet before it could crash to the deck.

Looking down he knew whom he would see.

"I think this is yours, ma'am." Steve held out Michelle's tablet to her as she took a step back.

Her eyes were wide as her hands automatically wrapped around the proffered device.

"Thank you." It looked like she wanted to say more, but she just opened then closed her mouth again and Steve shifted awkwardly from foot to foot.

"Cap, Colonel, if you two are done acting like a pair magpies staring at something shiny, we'd like to start the briefing." Director Fury's voice boomed out of the doorway, and with a quiet sigh at the missed opportunity, Steve followed Michelle into the room.

* * *

"…this isn't the first agent we've found in this state…blah blah blah…and now it seems it may have effected some of our best people…blah blah blah…and now Electra has gone missing…blah blah blah…"

Michelle tried to pay attention to brief, really she did. But she'd gone through the read-ahead prior to arriving and this was just a rehash of that. Plus her eyes kept straying to the other side of the half-moon table where Steve sat in nearly his full Captain America regalia. If he'd worn the mask perhaps she'd be able to ignore him effectively but her brain seemed adamant on torturing her with the sight of Steve's head on Captain America's body.

_They are the same person, Sample! Get with it!_

She squeezed her eyes shut and tried to force her mind to accept the reality that Steve, her crush, was in fact, also her childhood hero. She'd seen alien invaders, flying armored men, gods from legend and an airborne aircraft carrier for goodness sakes – why was  _this_  so hard for her to accept?

"Colonel.  _Colonel_."

Michelle's eyes popped open and she felt a flush burn in her cheeks. "Yes?

Two seats away Tony Stark sniggered and loudly whispered to Bruce, "This is why I wear sunglasses, even inside and at night – no one can tell you're bored out of your mind and sleeping."

Ignoring him, Director Fury placed his hands on his hips and glared at Michelle. "I asked you to please brief us on what your squadron will do for the upcoming intel mission."

"Oh, right, sorry." Standing up, Michelle avoided Steve's gaze and brought up a schematic with a digital representation of her squadron's assets.

"Given the nature of the mission and the current depleted state of Shield squadron, I'm sending two flights to escort and lase targets as needed, and leaving one flight in reserve…"

* * *

As soon as the brief was complete Michelle rushed from the room, pushing past Agent Romanoff with a mumbled apology about needing to get back to the squadron spaces.

The redheaded spy cocked an eyebrow and murmured, "Uh-huh."

Safely in the corridor Michelle was debating breaking into a cowardly run, when a red gloved hand gently, but firmly grasped her elbow.

"Hey, wait up."

It was Steve. Of course it was Steve.

_And I still don't know what the hell I'm going to say to him. Sorry for avoiding you? Sorry I can't be your friend right now? Sorry I'm such a neurotic crazy person that I talk to myself and still don't know my own mind?_

"Congratulations on your promotion." He stared at her chest, then realizing what he was doing, blushed and looked away.

"Huh?" She looked down at her left breast and saw the gold embossed "LtCol" on her black leather patch. "Oh right, thanks. But I'm only frocked and it'll go away once I get back to the fleet." At his confused look, she clarified, "The Marine Corps."

"Oh." His face fell a little. "You're not staying with S.H.I.E.L.D.?"

"No. Another year here and I'll be done."

"No chance of extending—"

"No." Michelle turned around and began walking back to the squadron. The last thing she needed was Steve trying to convince her to stay longer. As it was most command tours were at least eighteen months, if not longer, and she might get involuntarily extended.

_But what am I so excited to go back for? Any other job in a squadron would be a step back career wise._ She sighed.  _I just miss being around Marines._

"So, are you going to have another wet down?" Steve kept pace with her, staying just off her left elbow, only moving aside when someone needed to pass by them.

"Probably not. Frocking just means I have the rank and all the responsibility but none of the associated pay." She frowned, than thought of her friends. "Maybe." Betsy's face popped into view and the carnage of New York. They'd all faired well during the attack, but could probably use a party. "Yes, definitely having one."

Steve's face brightened again. "Well, maybe I could swing by?"

Michelle's mouth began to quirk up in a half-smile at his pun, but she quelled it as she thought about all the things she had to do just today. Every day it felt like she was trying to cram fifty pounds worth of cats into a five-pound bag. No, it would be better if she and Steve held off on any sort of anything for the foreseeable future.

She stopped walking and faced him. "I don't think that's a good idea, Steve."

It was like kicking a puppy. He was crestfallen. "Oh. I get it. You have a boyfriend. It's okay, I just thought that maybe—"

"No, no, it's not like that. I'm still single."

Blushing in embarrassment he mumbled, "I've never been good with women."

Michelle's eyebrows shot up to her hairline as she realized that he thought he was undesirable. "How is  _that_ possible? Especially as hot as you are."

Steve's eyes widened.

"…Oh geez, did I just say that out loud?" Michelle blushed and rushed on. "Looks aren't everything anyways. You're a great guy. You listen well. You like to dance. You're sweet. You're a true gentleman, and you're funny, though maybe that's not on purpose. Point is, I could keep listing all the great things about you all day but I really do need to get back to my squadron." She patted his shoulder. "You're a catch for any woman."

"I don't understand. If you think I'm such a swell guy what's the problem?" He scrunched his eyebrows together. "We could go to a picture—"

"Again, not a good idea,  _captain._ " Michelle put her hands on her hips and schooled her face into what she hoped was a stern expression.

Steve just stared at her for a moment before comprehension dawned. "Oh.  _Oh._  Yes ma'am. I'm sorry for presuming."

Coming to attention, he gave her a sharp salute, turned on his heel and left.

Michelle pinched the bridge of her nose with her hand, squeezed her eyes shut and repeated, "I did the right thing, I did the right thing—"

"Hey, skipper." Stark came up behind her and clapped a hand on her shoulder. "Big mistake. That guy needs to get laid bad." He glanced at Bruce. "Don't you agree?"

Dr. Banner just raised his hands and shook his head. "I'm staying out of this one, Tony."

"You see it's like this, skipper – hey, can I call I call you skipper? It's because you're the skipper of your squadron. Get it?"

"Actually, Mr. Stark, I'm not in the navy—"

"Call me Tony." He slung a muscled arm around her shoulders and guided her down the corridor. "You should come by the tower tomorrow. We're having kind of a 'Yay we didn't die and managed to save the Earth and the tower is rebuilt, mostly, so we should party before another world ending catastrophe comes along' party."

"I—"

"Oh, did I mention all your friends are coming? The New York ones at least." At Michelle's startled look he continued. "Yeah, I kinda sorta met them accidentally, but not really, and invited them to the party. That Betsy and Jan are great - and I thought  _I_ said anything that popped into my head. It's going to be a really  _swell_  time." He peered at her over his sunglasses and waggled his black eyebrows.

Shrugging out from under his arm, Michelle shook her head. "Thank you for the invite, Mr. Stark, but I've got a lot—"

"Big Bad Voodoo Daddy is playing."

"What?" Michelle tried to cover her surprise. "I mean they're a great band and all…"

"And I know just how much you like to swing dance. I think could even arrange for a capsicle for you…"

"Huh? A what?"

"Never mind. Look if you come, I'll even show you my armor." At Michelle's horrified expression (he was a well known playboy after all) he quickly amended. "Not  _that_  kind of armor. Not everything I say is a euphemism, you know."

Dr. Banner snorted.

"Besides, Pepper would kill me. Plus I love her." He glared at Bruce. "Don't tell her I said that." He smiled at Michelle. "I meant my Ironman armor. I've got a new suit in development that I know you'd love."

"How do you know I care about your suits at all?"

Tony gave her a bemused smile and looked pointedly at the gold wings on her chest.

"Dammit."

"Great skipper, see you there." He and Bruce walked down the hall a few feet and then Tony called over his shoulder, "Make sure to get dolled up all proper like. This party is sure to be a gas!"

**Notes for the Chapter:**

> Happy day after New Year! 2 chapters left after this one. 
> 
> Again, many thanks for the comments & kudos - y'all are the best!


	13. Chapter 13

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

"So, did you bl—"

"Betsy, so help me if you finish that sentence..." Michelle gave her friend a stern look and prayed that no one else had heard her question over the sound of Big Bad Voodoo Daddy playing a fast paced swinging tune in the newly renamed Avenger's Tower ballroom.

_Of course Tony has a ballroom._

Maggie and Allen were dancing a fabulous east coast swing in the middle of the dance floor while Caitlin and Marlow were talking in a corner with Dr. Banner. Bruce slid a finger under the collar of his shirt, clearly uncomfortable with wearing a suit and tie.

_Probably worried he'll destroy it…_

Jan was parked in front of the bar taking full advantage of all the free drinks it had to offer.

"Should I take that as a yes?" Betsy nudged Michelle with her hip. "Come on, give me all the juicy details."

"There are no details to give, Bets." Michelle took a sip of her martini and flicked an invisible piece of lint off her black cocktail dress. This one wasn't vintage. It was a contemporary piece that had clearly taken its inspiration from the 1940s with the lines, shape, and sleeves of the forties, but also had a flirty low-cut neckline and shorter hem. The purple lace on the edges perfectly rounded out the look.

Betsy sighed and placed her hand on her hip. "You're no fun. You've gotta give a girl something." She cocked her head to the side. "I mean just  _look_ at him!"

Michelle followed her gaze over to where Steve was chatting with some people she didn't know. And yes, she knew just what Betsy meant. Trading out his Captain America uniform for a double breasted charcoal suit and ice blue tie that set off his eyes. Steve looked just like a Calvin Klein model. He looked over at them and gave a tentative smile, which only made him look more gorgeous, before returning his attention to the people before him.

"He looks like he should be in Playgirl or something." Betsy looked back over at Michelle. "How could you  _not_  hit that? He's an Adonis and was so totally into you!"

"I'm not so sure about him being into me, but even if he was, I just haven't had time. I've been too busy with the squadron to date—"

"You're never too busy for sex!" Betsy looked horrified and Michelle stifled a laugh. She and her friend never saw eye to eye on this subject.

"Look, it's not like that with Steve. He's different. He's really  _really_  old fashioned." Michelle gave Betsy a pointed look hoping she wouldn't have to spell it out.

"So? Did they not have sex in the forties?"

Sighing, Michelle pinched the bridge of her nose. "From what I've gathered, generally not casually, no. At least, not like now. And for that matter, you know I don't either."

"Your loss." Betsy shrugged, eyeing Steve with a predator's gaze. "It's like he's my great grandpa in a hot body."

"Gross, Bets."

"Have you seen my great grandpa?" Betsy took a sip of her drink and eyed Steve speculatively. "You know, I bet he's gay. A guy who looks that good, is still a virgin, and likes to dance? Gay, but just doesn't know it yet."

Michelle was laughing by now. "I really doubt it. He's just shy and unsure around women."

"You gonna give him your number then?" Betsy looked at her out of the corner of her eye.

"Nope."

"Mind if I give him mine?"

 _Don't you dare!_  "Go right ahead."

Betsy raised an eyebrow, but didn't say anything. Setting her now empty drink on the tray of a passing server, she smoothed down the satin fabric of her snug emerald green cocktail dress and adjusted the sweetheart neckline down a bit. "Well then, let's see what I can do to bring the shy guy into the modern age."

Michelle watched her go for only a second before turning away and downing the remains of her drink.

_I can't get jealous. I decided I couldn't date Steve so he's fair game._

"Skipper!" A forceful hand slid under her elbow and guided her toward the door leading out of the ballroom. "Time to go see my armor. And I really do mean my armor." Tony plucked the empty glass from her hand and set it in a potted plant as they walked down the hall toward the elevator.

"Um, sure." Michelle worried her lower lip, unsure of what else to say. Her mind was still stuck on the idea of Betsy propositioning Steve.

They walked onto the elevator and Tony pressed a floor button while Michelle tried to think of something clever to say or ask about the armor. She was with Tony Stark – Ironman – for goodness sakes, and all she could think of was getting back to Steve.

_Get with it, Sample!_

The floor dinged and the doors opened smoothly. Tony led them out and walked them through what looked like a well-fortified door a few feet down the hall. But he didn't do anything to open it – it was as if it recognized him somehow and just opened on his command.

"JARVIS, make sure my plus one doesn't set off any alarms."

"I have already added Lieutenant Colonel Smith to the approved list, Sir."

"Attaboy."

Michelle's eyes widened at the interaction between the two and then she smiled. "Oh, wow. JARVIS definitely puts George to shame."

Tony paused and glanced over his shoulder. "George?"

"Oh, it's just what pilots typically call an autopilot. He never talks back of course. I think I would wet myself if he did."

"Well, that's cute." Tony didn't look like he thought it was cute at all, in fact he seemed irritated that while the lights had come on in the main room, the lights illuminating the darkened alcoves had not. "JARVIS, lights."

No answer.

"Lights."

Still no answer.

Michelle rocked back on her heels and swung her arms back and forth. "Really, Mister Stark it's okay. You don't have to show—"

"Sit tight, skipper. I'll be right back." And with that he was out the door, leaving Michelle alone in the space.

* * *

Steve nodded his head at the matronly woman before him. She was president of some company or other and clearly expected him to agree with whatever it was she was saying, though he had no idea what the words coming out of her mouth were. And it wasn't just because she was using modern terms he wasn't familiar with; it was because he simply couldn't be bothered to pay attention to them.

The only reason he'd come to Stark's party was because Dr. Banner had mentioned that Michelle would be there. Though she'd been clear in their last interaction that she no longer desired his friendship or company he still couldn't bring himself to shake her from his mind. There'd been a moment even while she tried to chase him away where he could have sworn she felt something for him.

_Or maybe I'm just seeing what I want to see._

Still, he'd spent most of the night trying to follow Michelle's movements around the room without looking like he was some creepy stalker.

_Which probably makes me a creepy stalker._

Steve snuck a glance over at Michelle and her friend Betsy and was surprised to find them both openly staring at him. Steve gave a tentative smile – maybe they wanted him to come over and talk. Betsy blew him a kiss, but Michelle just looked down at her drink.

"…so if you have the time, Captain Rogers, we would love for you to come visit our facility." The woman before him looked up at Steve expectantly.

Turning back he gave her his full attention again. "That should be no problem ma'am. Just route the request through Director Fury." Steve had absolutely no idea what exactly he'd just agreed to, but if it was not in Steve's best interest to go, Director Fury would make sure the invite never made it. Steve found he was grateful, for once, for government burauocracy.

"Hey there, gorgeous." A slim hand wrapped around his arm and startled him. Steve looked down to see Betsy at his side, more than a little disappointed that it wasn't her companion.

"Oh, hello, Betsy. How are…" His voice drifted off as he watched Stark give Michelle one of his most oily smiles and lead her out of the ballroom.

_Where the heck is he taking her?_

Without missing a beat Betsy smiled up at Steve and gave his arm a squeeze. "I'm doin' much better now that you're here." She moved her head to the side and addressed the small group of people that gathered around Steve. "I'm just going to borrow Captain Rogers for a minute, if that's okay? We're old friends and all." Then before they could answer Betsy tugged him away.

They walked a few steps toward the bar when Betsy suddenly stopped. "Oh hang on, Steve. I've just got to check my phone. You don't mind do you?" She looked up at him and batted her eyelashes, highlighting her large brown eyes.

Blushing, and unsure why, Steve shook his head and looked away, toward the door where Stark had taken Michelle.

_What are they doing? He'd better not be trying anything or I'll have a go at him, suit or not._

"Well, shit."

Steve whirled around quickly, stunned to hear such profanity coming from a woman's mouth, even though he'd learned by now to expect it when came to Betsy.

"What's wrong?"

"I gotta go, Shellie needs me. She's stuck in some room upstairs."

"Is Stark with her?"

Betsy walked quickly to the door and Steve followed hot on her heels.

"I don't know. Her text didn't say. Just said she needed help."

"So help me if he…" Steve trailed off as Betsy raised an eyebrow.

"I thought you two weren't an item?"

Steve looked away and felt another blush flame his cheeks. He  _really_  needed to get a handle on all this blushing, but something about Michelle made him feel like a teen boy with a crush on the head cheerleader at school.

"We're not."

"Uh-huh." Betsy stepped onto the elevator and smiled as she chose the floor button. "Sure you're not."

* * *

"What in the world is taking Tony so long?" Michelle paced the length of the room and was about to give up and leave in frustration when the door behind her slid open. "Finally—"

The words died on her lips as Steve came rushing in the room.

"Are you alright?" He stopped before her, gripping her shoulders.

Peering around his broad form she caught a fleeting glimpse of Betsy blowing them a kiss while the door slid shut. Michelle stepped away from Steve, confused.

"Yeah, I'm fine. I just thought you were Tony. What are you doing here, by the way?"

Steve's arms fell to his sides and he frowned. "What am I doing here? You told Betsy you were in trouble, that you needed help. And what were  _you_  doing alone with Stark?"

Michelle bristled at his implication. "It's none of your business what Tony and I were doing, but if you must know, he was going to show me his armor."

"Oh sure, I bet that's what he tells all the women he brings up here." Steve rolled his eyes. "It's his fondue."

"What are you even…" Michelle held a hand up. "You know what? Never mind. I don't want to know. I'm going back to the party."

Pushing past a sputtering Steve, she walked up to the door expectantly but it didn't open. Michelle looked for a handle, emergency release, button, control pad, anything that would let her out of the room. But there was nothing but a smooth wall and a featureless metal door before her.

"Crap."

"What's wrong?" Steve walked up beside her, but left a few feet between them.

Michelle pushed against the door. It didn't budge. "It won't open and JARVIS is down. It's why Tony left."

Then a few things clicked. "I am going to  _kill_  Betsy. And Tony." She whirled on Steve. " _And_ you, if you were in on it."

Steve's face clouded in confusion. "In on what?"

 _Well, either he's a really good liar, which I doubt, or he's just as much of a patsy as I am._ "You said Betsy rushed you up here because I said I was stuck in a room and needed help?"

"Yes…"

"I never said that. I didn't communicate with Betsy at all. In fact, she's got my phone – she borrowed it earlier this evening and never gave it back." Michelle leaned back against the featureless wall. "Gah! I'm so stupid. Tony even  _told_ me he'd met Betsy before he invited me to the party. I bet they had this all planned out."

"What all planned?" Steve just looked more lost.

Sliding down the side of the wall into a very unladylike cross-legged seated position, Michelle indicated the door. "Try to open it."

Steve pushed against it, and nothing happened.

"No, I mean really try to open it. You're the super soldier – pry that thing open."

As Steve readied himself to hurl his body against the door, Michelle sighed.

_It won't work. No way Tony'll make it that easy on us._

**Notes for the Chapter:**

> Thanks to everyone who's stuck with me this far and my deepest thanks for those of you who've taken the time to comment. You're all dolls!


	14. Chapter 14

**Notes for the Chapter:**

> *Disclaimer: I do not own anything in the Marvel universe & while I'd like to claim Michelle as mine, she really has taken on a life/personality of her own & I just write what she "tells" me to. Rated T for mild swearing and adult situations. Essentially nothing more than what you'd see in the films or comics. I'm trying to keep this as close to cannon as possible.

"So, you're from the forties, huh?" Michelle glanced at Steve, sitting against the door he hadn't even managed to put a dent in.

He raised an eyebrow. "Is this what we're gonna do? We're just gonna talk? Really?"

"Well, I figure we've got all this time now. And I highly doubt Tony and Betsy will let us out until we do, so, may as well. " She shrugged, trying not to flinch at the clear irritation in his voice. "No point in waiting for later." She glanced at him and then looked down at her knees folded in front of her. "It's always later for us, isn't it?"

"I don't get you, Shellie. One minute we seem to be moving along just dandy, and I'm thinking 'hey, this dame might actually like me' and then suddenly you're pulling rank on me and doing everything in your power to avoid me." Steve closed his eyes and leaned his blonde head back against the cool metal of the door. "I just don't understand women."

Michelle gave a wry laugh. "You never will, Steve, because here's a secret."

Steve's eyes popped open and Michelle slid a bit closer, leaned toward him and lowering her voice whispered. "We don't even understand ourselves."

His eyes widened and she nodded her head in confirmation before leaning back again against the wall. "So, you're from the forties, huh?"

This time Steve chuckled. "Yeah, yeah I guess you could say that. Though you could also say I am from the twenties and thirties as well. I spent more time in both those decades."

"I've got a lovely navy blue velvet ball gown from the thirties." Michelle tucked a strand of blonde hair that had fallen loose from her updo behind an ear. "I love old things." She stretched her legs out in front of her and crossed them at the ankles. "Still, much as I think I'd love to time travel, when it really comes down to it I'd never want to live in any other time but now. Maybe the future."

Steve finally looked at her, seeming to forget his previous anger and frustration. "Why's that? From what I know about you, you seem to like vintage things. Leastwise, I thought you did for a while there."

"Like I said I do love old things." Michelle rolled her head to face him. "Movies, clothes, music, customs and courtesies—"

"People?"

Michelle smiled at Steve's leading question. "Generally speaking, yes." She raised a hand to forestall his next question. "But women have never had as many freedoms as we do now. Think about it, Steve, if you go back to any time in history you'll be fine. You're a Caucasian male. Whereas me, well, I'm white, so I've don't have to worry about race discrimination, but gender discrimination? Whoa boy."

"But they let women join up during the War. I remember, it was to free—"

"—a man to fight. I know. And they did." Michelle shook her head. "For years women were told that they could do everything just as good as a man – a new and radical concept - but then as soon as World War two ended they were told to get their butts back in the kitchens and return to the status quo."

"Yeah, but it didn't stay that way. I mean look at you – you're a pilot, and a squadron commander, and…" Steve trailed off as if understanding that he was making Michelle's point for her.

"Exactly. I can be all these things now, but Steve, twenty years ago women couldn't even fly in the military much less be a CO. Hell, the first female squadron CO in the Marine Corps took command last year. Who knows when one will be a group or wing commander?" Michelle shrugged. "So you see, other than maybe going back to catch a Beatles concert, I think I'll stay firmly planted in the modern day and just continue to watch classic films and wear vintage clothes."

"The beetles?" Steve looked confused again.

"It's a great band from the sixties. Shame you missed that. They're my favorite." Michelle reached for her phone to play him an example, but then remembered Betsy still had it.

"They named themselves for an insect?"

"Well yes, but it's clever because they used a bit of a pun by spelling it b-e-a-t-l-e-s instead of b-e-e-t-l-e-s."

Steve bent over his knees and laughed loudly.

"Oh come on, it's not that funny."

"No, no, I'm sorry." Steve grinned broadly and tried to stifle another laugh. "It's just that when I first met you, your bag had  _The Beatles_  written on it and I remember thinking this modern world was going to hell in a hurry if people these days couldn't even spell a simple word like beetle correctly."

Michelle chuckled. "Next you'll be telling me you chased the neighbor kids away with a rake, yelling at them to get off your damn lawn!"

"Only if I had a lawn, otherwise, yes, probably." Steve's shoulders shook as he laughed again, and then leaned his head back with a sigh. "Lord, I'm old."

Michelle closed the distance between them, acting on instinct, ignoring all the reasons running through her mind why this was a bad idea. She picked up his hand and gave a firm squeeze. "Good. I like old things."

Steve smiled and squeezed her hand back. "Does this mean we're friends again?"

"Yes." Michelle bit her lower lip and looked down. "I'm really sorry, Steve. I was just so overwhelmed with taking over command of the squadron and trying to put it back to rights, and Coulson dying, and… and…"

Steve just looked at her encouragingly and Michelle screwed her eyes shut.

_Oh, the hell with it…_

"And quite frankly the idea of who you are – Captain America! It's just a lot to take in." She peeked at him out of the corner of her eyes. "Forgive me?"

He gave her a dazzling smile and squeezed her hand again. "There's nothing to forgive, Shellie. I understand, trust me." He released her hand, but before Michelle could lament the loss of the contact he settled his arm over her shoulders and pulled her close. "I feel overwhelmed about living and adjusting to this new day and age, losing everyone I ever knew and... loved. Then losing Coulson right off the bat, and the alien invaders…" He looked down at her and gave a wry smile. "And not least of all meeting a doll as accomplished as you, well, to be honest, you can be a bit intimidating."

Michelle tipped her head back and laughed. "Now I know you're pulling my leg."

"No, it's true! You are a very forceful and engaging woman – you'd be intimidating to just about anyone, male or female." Steve's expression sobered. "But back to my original point, I know how you feel, kind of. And I found that despite how overwhelming everything was, your friendship helped me feel grounded. So maybe, instead of pushing someone away…" he gave her a gentle nudge, "…you should give them a chance and see if they can help you out some."

Michelle blushed, feeling both embarrassed and chastised; knowing she deserved far worse, but so grateful she hadn't wrecked things completely.

Just then the opening cords of Benny Goodman's "Goodnight My Love" sounded in the room from overhead.

Michelle closed her eyes and leaned her head against Steve's shoulder giving an embarrassed laugh. "Like they couldn't be more obvious, could they?" There was no way it could be lost on Steve what Betsy and Tony were trying to accomplish here, especially by playing the only song Michelle and Steve had ever danced to.

Steve stood up and extended a hand. "We shouldn't disappoint them, then, should we?"

Feeling her heart race, Michelle took his hand and allowed herself to be pulled to her feet. "Well, I have always thought it would be cool to go swinging in old New York. But I'll settle for dancing with you."

Steve lifted one corner of his mouth in a lopsided smile and led her to the center of the room. "I'm all that's left of old New York. Except for maybe some buildings. And those don't dance."

Michelle laughed at that, but stilled as Steve placed a hand just above her waist, pulled her close, and began leading as the lyrics started.

_Good night, my love, the tired old moon is descending._

_Good night, my love, my moment with you is now ending._

_It was so heavenly, holding you close to me._

_It will be heavenly to hold you again in a dream._

Michelle swallowed around a lump in her throat as Steve expertly led her around the room, confidant and not at all shy as he'd been the first time they'd danced. And yes, that electricity was there again, only stronger.

_The stars above have promised to meet us tomorrow._

"You've been practicing," Michelle murmured against his chest.

_Till then, my love, how dreary the new day will seem._

"Yes, ma'am. I hoped…" Steve's step faltered momentarily, but when Michelle looked up at him he smiled, and kept leading them around the room.

_So for the present, dear, we'll have to part._

He raised his arm in a clear invite for her to spin, which she took, and then brought her back in close, rather than leading her into a pass by or another turn.

_Sleep tight, my love, good night, my love,_

She looked up into his clear blue eyes, and he held her gaze.

_Remember that you're mine, sweetheart._

The song came to an end, but Steve didn't release her, and Michelle found she was grateful for the closeness. In this moment he wasn't a colleague, Captain America, her silly crush, or anyone other than Steve.

Sliding his hand up from her back he settled it on the base of her neck, his calloused fingers brushing the soft hair that had fallen loose from her bun. Steve regarded her with what appeared to be caution, but the moment passed and he leaned in. Michelle knew what he wanted, and also knew that if she didn't meet him at least halfway the moment would pass like it had at Ella's, and she was certain it wouldn't come around again.

Standing up on her toes, Michelle tilted her head up to meet his, and closed her eyes. His lips softly brushed up against hers and Michelle felt her barriers slowly begin to come down as she leaned closer to Steve.

The whooshing sound of the door sliding open startled them both and Michelle looked behind her.

Dr. Banner stood there, hands held out before him apologetically. "Whoa, sorry."

"I'm not!" Tony leaned around Bruce and snapped several pictures of Michelle and Steve still locked in their embrace.

Jarred from the moment, Michelle threw her arms up in front of her face and pulled away from Steve, who reluctantly let her go.

Heart racing, she looked around the room, at Steve's flushed face, Dr. Banner, and Tony… Tony Stark. Ironman. The Hulk. Captain America. Her breath accelerated and fighting the welling panic building in her chest, Michelle looked at Steve once more and shook her head.

"I'm sorry, I can't do this."

Then she fled from the room.

* * *

Steve stood there dumbly for a moment trying to process what had just happened. He'd kissed Michelle and she'd certainly kissed him back. But then Stark had to bust in and ruin it—

"Hey Capsicle, what are you doing?" Stark exchanged a look with Dr. Banner.

"Yeah, Cap. Go after her." Bruce indicated the direction Michelle had run with a nod of his head.

Steve blinked then smiled as he pushed past his fellow Avengers.

_I let a girl I cared for slip away before – I'm not gonna do it again!_

* * *

It was raining.

_Of course it's raining!_

Michelle ran down the street, grateful she'd stuffed a pair of ballet flats in her bag – there was no way she could have made it out of the building and down the street so fast in her heels.

And away from Steve.

_What was I thinking, cuddling with him? Dancing with him? Kissing him?_

When they were alone things seemed so clear and simple, but as soon as she saw him in the context of who and what he was with his fellow Avengers, she panicked.

_How can I be with Captain America? It's too much pressure. It's too much responsibility!_

No matter what happened, whether they stayed together or broke up, she would forever be known as "Captain America's girlfriend" and cease to be LtCol Michelle "Sample" Smith, USMC.

She ducked under a shop awning, out of the rain, and leaned against the window. Looking down at her dress she sighed, it was definitely ruined. But that was the least of her concerns at the moment – finding a cab in the rain this late at night would be nearly impossible.

Scanning the empty street before her, she dashed out into the rain, rounded the corner and smacked right into someone's chest.

"Oh, excuse me—"

"I'm so sorry—"

Michelle sighed as Steve bent over to pick up her sodden purse from the puddle it fell into. But he didn't hand it to her, instead setting it out of the rain in a doorway. He just looked at her then, and she met his gaze full on, watching as rivulets of water streamed from his hair down his face.

He stepped closer and she backed up.

"What are you so afraid of?" Steve cocked his head to the side, a sad look crossing his features.

"I'm not afraid."

"Then why do you keep running away?"

Michelle brushed the wet strands of hair from her face and frowned.  _I need to stay strong!_ "Steve, if I date you, everyone would know. You're too famous for them not to."

"So?" He crossed his arms, clearly not accepting that as a reason. But at least he didn't deny that would be the case.

"So? I'd be defined by my relationship with  _you_ , and not my own actions or achievements. I'll always be that girl who dated Captain America, once upon a time."

He blinked, seemingly surprised by her words, but after a moment of consideration shook his head. "No, maybe to the general public that'd be the case, but in the Marine Corps, and certainly in S.H.I.E.L.D., you'd be defined by your own merit." He cocked his head to the side. "And you know that. What are you  _really_  afraid of, Shellie?"

Michelle turned away and lowered her head, suddenly feeling naked and exposed. "The same thing every girl is." She lowered her voice, almost ashamed to admit it. "A broken heart."

She felt his hands come down on her shoulders as he gently turned her around. "Is that all?"

"That's a lot, Steve." Michelle peeked up at him through her wet eyelashes. "Broken hearts hurt quite a bit."

He slid his hands from her shoulders down to her back, pulling her closer. "I've made this mistake before, and this time I'm not waiting for a war to be over. I want to see if this will work before we give up."

"But what if it doesn't work?" Michelle lowered her head and swallowed around a lump forming in throat.

"Then we'll still be friends and colleagues." He tipped her chin up with a finger and smiled. "I may not be the 'right one' for you, but we'll never know until we try."

Despite herself, Michelle felt her mouth pull up in to a hesitant smile, and that seemed to be all the invitation Steve needed. Bending down, Steve slanted his lips across hers and Michelle's eyes widened in surprise. Surprise quickly turned into a fire of unlocked emotion as he pulled her closer and deepened the kiss.

She closed her eyes and swung her arms around his neck, one hand running up into his slick wet hair, and the other pulling him tighter to her. She nipped at his lower lip and felt him drawback momentarily in surprise. Then he smiled against her mouth as he ran is hands along her back and down over her hip, pulling her closer and fitting her body flush with his.

 _Oh goodness…_ Michelle pulled away and leaned her forehead against Steve's, panting heavily.  _And he's never dated a woman before?_

She giggled and Steve, though probably not understanding why, laughed along with her and hugged her tightly.

"So, can I say that you're rationed now?" Steve raised his eyebrows, waiting for her answer.

"I'm what?" Though Michelle was pretty sure she knew what he meant.

"My steady."

"Your girlfriend?" Michelle clarified.

"Yes, ma'am." Steve smiled, and Michelle couldn't help grinning in return. But before she could answer the roaring sound of a landing quinjet overtook them. Michelle clung to Steve to keep from being blown over, and he turned their bodies so that he could shield her from the worst of the blast.

"Get in Cap. You too Sample." Agent Romanoff's voice blasted over the quinjet's PA. "This is a level seven."

Michelle and Steve exchanged a glance.

"Again?" Michelle asked and Steve shrugged in response. He clearly didn't know any more than she did. A roar sounded overhead and they looked up through the rain in time to see Ironman blasting away from the tower toward the direction of the helicarrier.

Michelle retrieved her purse from the doorway then turned around to find Steve standing before her with his hand held out.

Smiling, Michelle grasped it in hers without hesitation, and together, they ran up the ramp of the quinjet.

_~The End~_

**Notes for the Chapter:**

> Thanks again! This was a lot of fun.
> 
> Please take a minute to LMK if you enjoyed this story. :)


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